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Exhibit B-3 <br />11.10 Parties' Authority to Contract. The persons whose <br />signatures appear below are duly authorized to enter into the <br />Agreement on behalf of the Parties name therein. <br />11.11 No Waiver; Etc. No failure by either Party to <br />enforce any right(s) hereunder shall constitute a waiver of <br />such right(s). This Agreement may be executed in counterpart <br />copies. <br />11.12 Independent Contractors. The Parties to this <br />Agreement are independent contractors. Neither Party is an <br />agent, representative, or partner of the other Party. Neither <br />Party shall have any right, power, or authority to enter into any <br />agreement for, or on behalf of, or incur any obligation or <br />liability of, or to otherwise bind, the other Party. This <br />Agreement shall not be interpreted or construed to create an <br />association, agency, joint venture, or partnership between the <br />Parties or to impose any liability attributable to such a <br />relationship upon either Party. <br />11.13 Article Headings. The article headings used herein <br />are for reference only and shall not limit or control any tern or <br />provision of this Agreement or the interpretation or <br />construction thereof. <br />11.14 Compliance with Laws. Each of the Parties agrees <br />to comply with all applicable local, state and federal laws and <br />regulations and ordinances in the performance of its respective <br />obligations under this Agreement. <br />