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necessary export licenses or other approvals; (iii) to any country or national or resident of a country to which trade is embargoed by the United States; (iv) to any person or firm on any government agency's Restricted Party List, including the U.S. Department of Commerce's Table of Denial Orders or Entities list, or U.S. Treasury Department's list of Specially Designated Nationals; or (v) for use in any nuclear, chemical or biological weapons, missile technology or other prohibited end-uses. 9.6. Relationship of Parties. The Parties are independent contractors, and this Agreement will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association. Neither Party has any power to bind the other Party or to assume or create any obligation or responsibility on behalf of the other Party or in the other Party's name. Built's personnel are not eligible for, nor may they participate in, any employee benefit plans of Client, and Client will not insure Built for workers' compensation coverage or for unemployment insurance. 9.7. No Partnership, Joint Venture, or Fiduciary Relationship Created. This Agreement does not constitute a joint venture or partnership arrangement between the Parties, and it does not create any relationship of principal and agent, or otherwise between the Parties. All employees of each Party will remain the employee of that Party and will not be subject to any direction or control by the other Party. 9.8. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except Built shall be able to assign its rights and obligations under this Agreement (i) to any successor pursuant to a merger, reorganization to change company structure, consolidation, or sale, (ii) to an entity that acquires all or substantially all of Built's assets or business using, maintaining or providing the Services, as applicable, or (iii) an affiliate or subsidiary. Any attempted assignment or delegation in contravention of this section shall be null and void, and of no force or effect. This Agreement shall be binding upon, and shall inure to the benefit of, the legal successors and permitted assigns of the Parties. 9.9. Notices. All notices required to be given in writing under this Agreement shall be in writing and shall be given or made by email, delivery in person, by courier service, or by registered or certified mail (postage prepaid, return receipt requested) at the email or physical address listed on the Order Form. 9.10. Superseding Effect/Amendment. This Agreement together with any Agreement Attachments constitute the entire agreement of the Parties, superseding all prior written and oral understandings and agreements between the Parties and will not be modified except in writing and signed by both Parties. In the event of a conflict between the body of this Agreement and any Agreement Attachment, the Agreement Attachment will prevail. 9.11. Applicable Law. This Agreement is to be interpreted, construed and governed according to the laws of the State of Delaware as those laws are applied to contracts entered into and to be performed entirely in that State. Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of applicable jurisdiction in the State of Delaware, Kent County, and each Party hereby consents to the jurisdiction and venue of such court. 9.12. Severability. Except as provided below, each provision of this Agreement will be interpreted in such a manner and to such an extent as to be effective and valid under applicable law. If any provision is prohibited by or invalid under applicable law, that provision will be ineffective only to the extent of such prohibition or invalidity. 9.13. Survival. The terms, provisions, representations, and warranties contained in this Agreement whereby their sense and context are intended to survive the performance and termination of this Agreement, shall so survive the completion of performance and termination of this Agreement. 9.14. Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement Lender & Asset Manager MSA v.10.22

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