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: .,"'-:,1/ 10. Tr:ln~fer. .~. .~>~fi.;i;Y.,.'~ c' This A~e~e'nt is personal to Contractor and Contractor may not assign, subcontract or otherwis_e transfer itS'fights, obligations or duties under this Agreement or sublicense or permit to be used any portion ofthe Promotional Area or the Kmart Premises by any third party. Any of the foregoing transfers shall be void ab initio. Nothing herein shall limit Kmart's right to assign or otherwise transfer this Agreement or Krnart's rights or obligations hereunder. "'-, ':..~~.'., "-'" 11. General. (a) Contractor is and at all times shall be a licensee and an independent contractor in the performance of this Agreement. Neither this Agreement nor the License is intended and neither shall be construed to create a joint venture, partnership, agency, employment, franchise, lease, sublease or other relationship between the parties. Contractor is solely responsible for and retains full and exclusive control over its operation and its employees (including, without limitation, verificatioxi of employment eligibility, and payment of wages, salaries, payroll taxes and contributions to unemployment, workers compensation, social security and pensions). Contractor shall not and is not authorized to bind K.mart to any arrangements or contracts with any third parnes. (b) Ibis is an arms-1<;ngth transaction and relationship. There exist no implied or otherwise unstated covenants, rights, options or obligations by, of or against either party. The parties expressly disclaim the existence of any implied covenant of good faith and/or fair dealing. Contractor and Kmart each expressly represent and warrant to the other that each has relied solely and ey j'..lsively on its own judgment and the advise of its own attorneys in entering into this Agreement, an.:' .:hat no representative or agent of the other has made any statement or representation to it beyond those in this Agreement that have induced the signing of this Agreement. (c) If the Fee or any other sum is not paid on its due date, in addition to any other remedies, Contractor shall pay to I<.mart interest at the annual rate of twelve percent (12%) (or, the highest interest rate allowed by law, whichever is less) from the due date until paid_ In all actions commenced by or against Krnart in any manner related to or in connection herewith, Kmart shall be entitled to recover its attorneys' fees and other costs from Contractor. (d) This Agreement con~titutes the final and entire Agreement between Contractor and Kmart with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, agreements and promises, whether written or oral, and the same are merged herein. Ibis Agreement may not be amended except by written consent of both Kmart and Contractor. (e) The Section captions are for the convenience of the parties only and are not intended to and shall not be deemed to modify the interpretation of the Section from that which is indicated by the text of the Section alone. (f) If any provision of the Agreement shall be held to be void or unenforceable by any judicial or adm;n1~trative authority, or shill be unlawful or unenforceable under any applicable law, the remaining provisions shall be deemed to be severable and their enforceability shall not be affected or impaired in any way by reason of such law or holding. 8