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<br />such risks. Not in limitation of the foregoing, Client hereby assumes
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<br />the Solution by any entity other than Brycer or its authorized
<br />representatives; (2) any version of the Solution other than the then-
<br />cTArrent um-iodified version provi&d to Cli--nt; (3) Client's failure to
<br />(5) failure to provide and maintain the technical and connectivity
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<br />Indemnity. Brycer (the "Indemnifying Party") will defend and
<br />indemnify Client against any damages, losses, liabilities, causes of
<br />action, costs or expenses arising from Brycer's breach of this
<br />Agreement, gross negligence or intentional misconduct. Client
<br />acknowledges that Brycer does not create any of the data and
<br />information included in the Solution and is not responsible for and does
<br />not assess or make any suggestions or recommendations with respect
<br />to any such data or information.
<br />Breach. Brycer shall have the right to terminate or suspend this
<br />Agreement, and all of Client's rights hereunder, immediately upon
<br />delivering written notice to Client detailing Client's breach of any
<br />provision of this Agreement. If Client cares such breach within 5 days
<br />of receiving written notice thereof, Brycer shall restore the Solution
<br />and Client shall pay any fees or costs incurred by Brycer in connection
<br />with the restoration of the Solution.
<br />13, 1 lepal Payments. Client acknowledges and agrees that it has not
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<br />received or been offered any illegal or improper bribe, kickback,
<br />payment, gift or anything of value from any employee or agent of
<br />Brycer in connection with the Agreement.
<br />14. Beneficiaries. There are no third party beneficiaries to the Agreement.
<br />15. Force M4igure. Neither party shall be responsible for any failure to
<br />perform due to unforeseen, non-commercial circumstances beyond its
<br />reasonable control, including but not limited to acts of God, war, riot,
<br />embargoes, acts of civil or military authorities, fire, floods,
<br />earthquakes, blackouts, accidents, or strikes. In the event of any such
<br />delay, any applicable period of time for action by said party may be
<br />deferred for a period of time equal to the time of such delay, except
<br />that a party's failure to make any payment when due hereunder shall
<br />not be so excused.
<br />16. Notices. All notices required in the Agreement shall be effective: (a)
<br />if given personally, upon receipt; (b) if given by facsimile or electronic
<br />mail, when such notice is transmitted and confirmation of receipt
<br />obtained; (c) if mailed by certified mail, postage prepaid, to the last
<br />known address of each party, three business days after mailing; or (it)
<br />if delivered to a nationally recognized overnight courier service, one
<br />business day after delivery.
<br />2237531/5/13399,000
<br />LOCATED WITHIN THE STATE IN WHICH CLIENT EXISTS.
<br />THE PARTIES HEREBY CONSENT AND SUBMIT TO THE
<br />EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR
<br />FEDERAL COURT LOCATED WITHIN SAID STATE. THE
<br />PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO
<br />TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR
<br />PROCEEDING ARISING OUT OF OR RELATING TO Tfus
<br />AGREEMENT.
<br />10. Attome�s"rees. The prevailing party in any proceeding in connection
<br />with the Agreement shall be entitled to recover from the non -prevailing
<br />party all costs and expenses, including without limitation, reasonable
<br />attorneys' and paralegals' fees and costs incurred by such party in
<br />connection with any such proceeding.
<br />19. Enh ' . The Agreement sets out the entire agreement
<br />between the parties relative to the subject matter hereof and supersedes
<br />all prior or contemporaneous agreements or representations, oral or
<br />written.
<br />20. Amendra The Agreement may Dot be altered or modified, except
<br />by written amendment which expressly refers to the Agreement and
<br />which is duly executed by authorized representatives of both partie&
<br />The waiver or failure by either party to exercise or enforce any right
<br />provided for in the Agreement shall not be deemed a waiver of any
<br />farther Tight under the Agreement. Any provision of the Agreement
<br />held to be invalid under applicable law shall not render the Agreement
<br />invalid as a whole, and in such an event, such provision shall be
<br />interpreted so as to best accomplish the intent of the parties within the
<br />limits ofapplicable law. The Agreement may be executed by facsimile
<br />and in counterparts, each of which shall be deemed an original, and all
<br />of which together shall constitute one and the same instrument.
<br />21, Exration. The rights and obligations contained in these Terms and
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<br />Conditions shall survive any expiration or termination of the
<br />Agreement.
<br />22, MANDATORY ANTIBOYCOTT AND OTHER - PROVISIONS,
<br />Brycer acknowledges this Agreement may be terminated and payment
<br />withheld if this certification is inaccurate. Pursuant to Section
<br />2271.002 of the Texas Government Code, Brycer certifies that either
<br />(i) it meets an exemption criterion under Section 2271.002; or (ii) it
<br />does not boycott Israel and will not boycott Israel during the term of
<br />the Agreement. Brycer acknowledges this Agreement may be
<br />terminated and payment withheld if this certification is inaccurate.
<br />Pursuant to SB 13, 87' Texas Legislature, Brycer certifies that either
<br />(i) it meets an exemption criterion under SB 13, 87h Texas Legislature;
<br />or (ii) it does not boycott energy companies, as defined in Section I of
<br />SB 13, 87' Texas Legislature, and will not boycott energy companies
<br />during the term of the Agreement. Brycer acknowledges this
<br />Agreement may be terminated and payment withheld if this
<br />certification is inaccurate. Pursuant to SB 19, 87' Texas Legislature,
<br />Brycer certifies that either (i) it meets an exemption criterion under SB
<br />19, 87' Texas Legislature, or (ii) it does not discriminate against a
<br />firearm entity or firearm trade association, as defined in Section I of
<br />SB 19, 87' Texas Legislature, and will not discriminate against a
<br />firearm entity or firearm trade association during the term of this
<br />Agreement. Brycer acknowledges this Agreement may be terminated
<br />and payment withheld if this certification is inaccurate. Pursuant to
<br />Subchapter F, Chapter 2252, Texas Government Code, Brycer certifies
<br />that Brycer is not engaged in business with Iran, Sudan, or a foreign
<br />terrorist organization. Brycer acknowledges this Agreement may be
<br />terminated and payment withheld if this certification is inaccurate.
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