Each of the Parties represents and warrants that (i) it will prepare, coordinate and execute its obligations under the Agreement in a competent and professional manner and in accordance with all applicable federal, state and local laws, rules and regulations; (ii) it has the power and authority to execute, deliver and fully perform its obligations under this Agreement; (iii) it is not under any contractual or other legal obligation that may in any way interfere with its full, prompt, and complete performance hereunder; and (iv) its performance of its obligations, its provision of services, its provision of products or materials, and/or its provision of trademarks, under this Agreement, does not, and will not, infringe upon the rights (including intellectual property, privacy and publicity rights) of any third parties.