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proceeding: (a) subject to Customer's rights of election, all rights and licenses granted toCustomer under this Agreement and the Escrow Agreement will continue subject to therespective terms and conditions hereof and thereof, and will not be affected, even byProvider's rejection of this Agreement or the Escrow Agreement; (b) Customer shall beentitled to a complete duplicate of (or complete access to, as appropriate) all suchintellectual property and embodiments of intellectual property, and the same, if notalready in Customer's possession, shall be promptly delivered to Customer, unlessProvider elects to and does in fact continue to perform all of its obligations under thisAgreement; and (c) the automatic stay under Section 362 of the Code (11 U.S.C. § 362(2011)) shall not apply to any instructions from Customer to the Escrow Agent relating tothe escrow deposit materials.]21. General Provisions.21.1 Further Assurances. Each party shall, upon the [reasonable] request[, and at thesole cost and expense,] of the other party, [promptly] execute such documents andperform such acts as may be necessary to give full effect to the terms of this Agreement.21.2 Relationship of the Parties. The relationship between the parties is that ofindependent contractors. Nothing contained in this Agreement shall be construed ascreating any agency, partnership, joint venture or other form of joint enterprise,employment or fiduciary relationship between the parties, and neither party shall haveauthority to contract for or bind the other party in any manner whatsoever.21.3 Public Announcements. Neither party shall issue or release any announcement,statement, press release or other publicity or marketing materials relating to thisAgreement or, unless expressly permitted under this Agreement, otherwise use the otherparty's trademarks, service marks, trade names, logos, domain names or other indicia ofsource, association or sponsorship, in each case, without the prior written consent of theother party[, which shall not be unreasonably withheld or delayed].21.4 Notices. All notices, requests, consents, claims, demands, waivers and othercommunications hereunder [, other than routine communications having no legal effect,]shall be in writing and addressed to the parties as follows (or as otherwise specified by aparty in a notice given in accordance with this Section):If to Provider:[PROVIDER NAME]Facsimile: [FAX NUMBER][E-mail: [E-MAIL ADDRESS]]51