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<br /> 9.1 Severability. In the event any provision of this Agreement is held invalid, illegal or unenforceable (any
<br /> such provision, an "Invalid Provision") in any jurisdiction,the Red Cross and the LTP shall promptly
<br /> negotiate in good faith a lawful, valid and enforceable provision that is as similar in terms to such Invalid
<br /> Provision as may be possible while giving effect to the future benefits and burdens accruing to the
<br /> Parties hereunder. But, in no way will the Invalid Provision affect the validity or enforceability of any
<br /> other portion or provision of this Agreement, regardless of the ability of the Parties to negotiate a new
<br /> provision.
<br /> 9.2 Independent Contractors. Each Party is an independent contractor with respect to the other, and
<br /> nothing herein shall create any partnership,franchise, orjoint venture between the Parties or an
<br /> employer-employee or agency relationship. No agent, employee or servant of any Party shall be,or
<br /> shall be deemed to be,the employee, agent or servant of the other Party, and each Party shall be solely
<br /> and entirely responsible for its acts and the acts of its agents, employees and servants.
<br /> 9.3 Assignment. LTP may not assign its rights under this Agreement, or delegate its obligations, in whole or
<br /> in part,without the prior written consent of Red Cross. Any attempted assignment or delegation in
<br /> violation of the foregoing will be null and void.
<br /> 9.4 Governing Law. The Agreement is governed by the laws of the District of Columbia, without giving effect
<br /> to its choice or conflict of law rules.
<br /> 9.5 Inapplicability of Procurement Terms.This Agreement is not a contract for the purchase, sale, or use of
<br /> personal property or for the rendering of personal or professional services by Red Cross. It is only a
<br /> limited license in Red Cross 1P. It is, therefore, not subject to policies, regulations,terms, conditions, or
<br /> other requirements of LTP or any third party(including, but not limited to,the Federal Acquisition
<br /> Regulation and any agency supplement thereto, and the U.S. Office of Management and Budget's
<br /> Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards)that
<br /> relate only to suppliers and vendors of goods or services. Under this Agreement, Red Cross will not carry
<br /> out part of any Federal award received by LTP. Neither Red Cross, the host of its LMS, nor any other
<br /> vendor to Red Cross in connection with this Agreement, will act as, nor may any of them be deemed, (i)
<br /> a subcontractor to Red Cross or a first-tier or lower-tier subcontractor or sub-grantee to LTP under any
<br /> prime contract or grant, or(ii) a first-tier or lower-tier processor of personal or other data for LTP or any
<br /> third party.
<br /> 9.6 Data Processing. Red Cross operates the LMS as a nationwide system of course certification. It does not
<br /> operate the LMS as a service to, or as an agent or for the benefit of, LTP. Insofar as Red Cross collects,
<br /> processes,transmits, stores, or otherwise manages data, including personal data, contained in Course
<br /> Records, it will not be doing so for, or on behalf of, or as a service to, LTP. Red Cross retains all rights in
<br /> and to the LMS and any Course Records uploaded by LTP into the LMS.
<br /> 9.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and
<br /> supersedes all prior agreements, understandings and representations, both written and oral, between
<br /> the Parties with respect to the subject matter of this Agreement.
<br /> 9.8 Amendments and Waivers. Amendments, addenda and waivers to this Agreement will be effective oniy
<br /> if made, in each case, by a non-preprinted document clearly understood by both Parties to be an
<br /> amendment, addendum or waiver, as the case may be, and signed by both Parties. Any additional or
<br /> different terms or conditions contained in any purchase order, confirmation, receipt, invoice, click-
<br /> through agreement, or similar documents will not be binding on either Party,whether or not such terms
<br /> and conditions would materially alter this Agreement(and even if the receiving Party has signed or
<br /> otherwise acknowledged such purchase order, confirmation, receipt, invoice, click-through agreement
<br /> or similar document), and each Party hereby rejects all such additional or different terms and
<br /> conditions.
<br /> Red Cross Licensed Training Provider Agreement—r.04.15.2025;09.24.2025MJ Page 5
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