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11. GENEIZAL PROVISIONS <br /> 11.1 This Agreement does not create any relationship of association, <br /> employment, partnership, joint venture or agency between the parties. Neither <br /> party will have any right or authority to assume, create or incur any liability or <br /> obligation of any kind against or in the name of the other party. <br /> 11.2 This Agreement, the Statement of Work attached as Exhibit A, and all <br /> document incorporated into this agreement by reference constitute the entire <br /> agreement and understanding between the parties with respect to the subject <br /> matter in this Agreement. This Agreement merge all previous discussions and <br /> negotiations between the parties and the Agreement supersedes and replaces any <br /> and every other agreement, which may have existed between Company and Licensee <br /> with respect to the contents of this Agreement. <br /> 11.3 Except to the extent and in the manner specified, any modification or <br /> amendment of any provision of the Agreement must be in writing and bear the <br /> signature of the duly authorized representative of each party. <br /> 11.4 The failure of either party to exercise any right granted under this <br /> Agreement, or to require the performance by the other party of any provision of this <br /> Agreement, or the waiver by either party of any breach of this Agreement will not <br /> prevent a subsequent exercise or enforcement of such provisions or be deemed a <br /> waiver of any subsequent breach of the same or any other provision of this <br /> Agreement. <br /> 11.5 Neither party may sell, assign or transfer any of its rights, duties or <br /> obligations under this Agreement without the prior written consent of the other <br /> party, which shall not be withheld unreasonably. <br /> 11.6 The parties agree that no person or entity who is not a party to this <br /> Agreement will be deemed to be a third-party beneficiary or entitled to any rights <br /> under this Agreement. <br /> 11.7 In case of any party requiring or desiring to serve any notice on any other <br /> party, such notice is sufficient and duly served on the date delivered or mailed to the <br /> parties at the addresses set forth herein or at any new address that is served on the other <br /> parties in accordance with this provision. <br /> 1 <br /> 1 <br />