(a) Paragraph Headings. Paragraph headings are for convenience only and shall not be a part of the Terms and Conditions of this Agreement.
(b) Waiver. Failure by either party at any time to enforce any obligation by the other party, to claim a breach of any term of this Agreement, or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.
(c) Severability. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.
(d) Subcontractors/Agents. Company reserves the right of approval of all subcontractors and/or agents, which approval will not be unreasonably withheld by Company. Approval of any subcontractor and/or agent by Company shall not constitute the superseding or waiver of any right of Company to reject work, which is not in conformance with its standards or this Agreement. Contractor shall be fully responsible for Contractor’s subcontractors and/or agents. Nothing in this Agreement shall be construed to create any contractual relationship between Company and any subcontractor and/or agent, nor any obligation on the part of Company to pay or to see to the payment of any money due any subcontractor and/or agent as may otherwise be required by law.
(e) Assignment. Contractor may not assign any of Contractor’s rights or obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of this provision shall be void ab initio.
(f) Modification. No modification, waiver or amendment of any term or condition of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives.
(g) Survival. The provisions of this Agreement that by their nature and content are intended to survive the performance hereof shall so survive the completion and termination of this Agreement. Without limiting the generality of the foregoing, Sections 3 through 12 of this Agreement shall so survive.
(h) Successors and Assigns. This Agreement shall be binding upon the respective successors, assigns, heirs, and representatives as the case may be, of Contractor and Company.
(i) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of New York without regard to its conflict of laws principles. The parties further agree that any cause of action arising under this Agreement shall be brought in a court in New York, New York.
(j) Complete Agreement. This Agreement, together with Appendix A, constitutes the entire agreement of the parties with respect to this subject matter and may not be modified in any way except by written agreement signed by both parties. There are no other agreements either express or implied with regard to this subject matter.