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8.A. - Page 55 <br /> Except as to Seller's Financing Parties referred to in Article 12 of this Agreement,including <br /> but not limited to Seller's Financing Parties,who are intended third party beneficiaries of <br /> this Agreement and the Grant of Access Rights, neither this Agreement nor the Grant of <br /> Access Rights shall not be construed to create rights in, or to grant remedies to, any third <br /> party. <br /> 13.7 FORWARD CONTRACT <br /> The Parties acknowledge and agree that this Agreement and the transactions <br /> contemplated by this Agreement constitute a "forward contract" within the meaning of <br /> the United States Bankruptcy Code. <br /> 13.8 GOVERNING LAW <br /> This Agreement is made in the State of California and shall be interpreted and governed <br /> by the laws of the State of California without regard to conflict of law principles. <br /> 13.9 VENUE <br /> In the event that suit shall be brought by either party hereunder, the parties agree that <br /> venue shall be exclusively vested in the state courts of California in the San Mateo County <br /> or if federal jurisdiction is appropriate, exclusively in the United States District Court in <br /> the Northern District of California, in San Francisco, California. <br /> 13.10 NATURE OF RELATIONSHIP <br /> (a) The duties, obligations and liabilities of the Parties are intended to be several and not <br /> joint or collective. This Agreement shall not be interpreted or construed to create an <br /> association,joint venture,fiduciary relationship or partnership between Seller and the <br /> Buyer or to impose any partnership obligation or liability or any trust or agency <br /> obligation or relationship upon either Party.A Party shall not have any right, power or <br /> authority to enter into any agreement or undertaking for, or act on behalf of, or act as <br /> or be an agent or representative of or otherwise bind the other Party. <br /> (b) Seller shall perform pursuant to this Agreement as an independent contractor and not <br /> as an officer, agent, servant, or employee of Buyer. Seller shall be solely responsible <br /> for the acts and omissions of its officers, agents, employees, contractors, and <br /> subcontractors, if any. Nothing herein shall be considered as creating a partnership or <br /> joint venture between the Buyer and Seller. No person performing any services and/or <br /> supplying all goods shall be considered an officer, agent, servant, or employee of <br /> Buyer, nor shall any such person be entitled to any benefits available or granted to <br /> employees of the Buyer. <br /> (c) Seller shall be responsible for all obligations and payments, whether imposed by <br /> federal,state or local law, including, but not limited to, FICA, income tax withholdings, <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-2145 MLG <br /> Page 47 of 55 <br />