contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or either party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, no consent shall be required for an assignment of this Agreement made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of a party. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns. Each party agrees to the terms and conditions contained in this Agreement. Customer: Eliance Corporation Name:/s/ Title: ___________________________ _________ Signature:______________________ Date:__________ eGain Communications Corporation: Name:/s/ Title: ___________________________ _________ Signature:______________________ Date:__________