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C. Confidentiality. Affiliate acknowledges that Software Products contain valuable <br />and proprietary information of Vigilant Solutions and Affiliate will not disassemble, decompile or <br />reverse engineer any Software Products to gain access to confidential information of Vigilant <br />Solutions. <br />D. Assi ent. Neither Vigilant Solutions nor Affiliate is permitted to assign this <br />Agreement without the prior written consent of the other party. Any attempted assignment without <br />written consent is void. <br />E. Amendment. No amendment or modification of this Agreement shall be effective <br />unless in writing and signed by authorized representatives of the parties. <br />F. Governing Law, Venue and Attorney's Fees. It is agreed that this Agreement shall <br />be governed by, construed and enforced in accordance with the laws of the State of Florida, without <br />regard to its conflicts of law. Venue for any legal proceeding shall be in Miami Dade County, <br />Florida. In the event it becomes necessary for either party to file a lawsuit to enforce any term or <br />provision under this Agreement, the prevailing party shall be entitled to recover from the non - <br />prevailing party its costs and reasonable attorney's fees at the pretrial, trial and appellate levels <br />G. Complete Agreement. This Agreement constitutes the final and complete <br />agreement between the parties with respect to the subject matter hereof, and supersedes any prior <br />or contemporaneous agreements, written or oral, with respect to such subject matter. <br />H. Relationship. The relationship created hereby is that of contractor and customer <br />and of licensor and Affiliate. Nothing herein shall be construed to create a partnership, joint <br />venture, or agency relationship between the parties hereto. Neither party shall have any authority <br />to enter into agreements of any kind on behalf of the other and shall have no power or authority to <br />bind or obligate the other in any manner to any third party. The employees or agents of one party <br />shall not be deemed or construed to be the employees or agents of the other party for any purpose <br />whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an <br />agent for or on behalf of any third party. <br />I. No Rights in Third Parties. This agreement is entered into for the sole benefit of <br />Vigilant Solutions and Affiliate and their permitted successors, executors, representatives, <br />administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, <br />rights, remedies or claims to any other person, firm, corporation or other entity, including, without <br />limitation, the general public or any member thereof, or to authorize anyone not a party to this <br />Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or <br />equity in connection with this Agreement. <br />Vigilant solutions Entctprise License Acreetnent Paee 16 <br />