Neither Party may transfer or assign any rights or duties it may have hereunder nor any interest it has arising under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. In the event either Party becomes insolvent or is the subject of any bankruptcy or insolvency proceedings, the other Party may, at its sole option, terminate this Agreement. This Agreement is binding upon the successors and permitted assigns of Durango and AB.

AB and Durango  will both  indemnify and hold harmless each other and its officers and representatives (each being an “Indemnified Party”) from and against all losses, costs, expenses, claims, damages and liabilities (the “Liabilities”) to which may become subject under any applicable law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance by both of the services contemplated under this Agreement.  Both will reimburse any Indemnified Party for all reasonable costs and expenses (including attorney’s fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party hereto, provided that, subject to the following sentence, both  shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment.  

INDEPENDENT CONTRACTORS-REFERRAL AGENT. It is understood and agreed by the parties that ISO is an independent contractor-referral agent with respect to Durango. Neither ISO nor ISO's employees, consultants, contractors or agents (collectively, "ISO Agents") are agents, employees, partners or joint ventures of Durango, nor do they have any authority to bind Durango by contract or otherwise to any obligation. Under no circumstances will ISO Agents represent to the contrary, either expressly, implicitly, by appearance or otherwise. Durango will not provide, and ISO shall not be entitled to any benefits Durango provides to its employees, including but not limited to health insurance, disability insurance, paid vacation, paid holidays, pension or any other employee benefit. In accordance with the nature of this engagement, no taxes, whether federal or state, or payment of social security, Medicare, unemployment or workers' compensation are to be paid or withheld by Durango from fees paid to ISO for services rendered. ISO accepts responsibility for such taxes, withholdings and payments and shall indemnify DMS for any losses or claims arising from ISO's failure to withhold remit or pay such taxes. Any payments made to ISO shall be reported on a 1099 Statement of Remuneration Paid slip.

Durango shall have no indemnity obligation for claims of copyright or trademark infringement resulting or alleged to result from any combination, operation, or use by the Independent Contractor of any service provided under this Agreement.

In no event shall Durango or its representatives or Subsidiaries be liable for any consequential, indirect, punitive, incidental or special damages, whether foreseeable or unforeseeable (and whether or not Durango has been advised of the possibility thereof), whether based upon lost goodwill, lost profits, loss of use of money, loss of data or interruption in its use or availability, or otherwise arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentation, strict liability in tort or otherwise, and whether based on any Section of this Agreement, any transaction performed or undertaken under or in connection with this Agreement, or otherwise.  Durango’s and its representatives’ liability for damages, regardless of the form of action, shall in any event be limited to the aggregate amount paid to Durango for the services performed by Durango under this Agreement.

The laws of the State of Colorado shall govern this Agreement and any disputes arising out of or related to it.  The Parties agree that the state or federal courts located in Colorado shall have exclusive jurisdiction and venue to hear any such dispute, and agree that any such dispute may be brought only in the state or federal courts of Colorado and nowhere else.  The Parties consent to personal jurisdiction and venue in the state or federal courts of Colorado for any such dispute.