12.7 Non-Exclusivity – Nothing in this Agreement shall preclude 121eCommerce from providing similar services to another company (except the Work which is jointly developed by 121eCommerce and CLIENT), provided 121eCommerce maintains the CLIENT’s confidential Information.
12.8 Waiver – The failure of either party to enforce any right or obligation under this Agreement shall not be deemed a waiver thereof and shall not prevent the later enforcement of such right or obligation.
12.9 Binding Effect – This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective successors, heirs and assigns.
12.10 Headings – The headings or titles contained in this Agreement are for convenience only and are not part of this Agreement and shall not be used as an aid in construction of any provision contained herein.
12.11 Severability – To the fullest extent possible, each provision of this Agreement shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this Agreement is declared void or unenforceable for particular facts or circumstances, such provision shall remain in full force and effect for all other facts or circumstances. If any provision of this Agreement is declared entirely void or unenforceable, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.
12.12 Entire Agreement – This Agreement, including any SOWs, contains the entire agreement between the parties and supersedes all prior written or oral agreements. This Agreement may not be amended or altered except in writing signed by both parties. This Agreement supersedes and replaces any existing master services agreement relating to project and/or consulting services between 121eCommerce and Client. Any SOWs which are currently in progress at the time this Agreement is executed shall be subject to, and governed by, the terms of this Agreement.