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10-days prior written notice of Your failure to pay) is a material
<br />breach.
<br />7. Your payment obligations after this agreement ends. Even if
<br />this agreement is terminated or expires You remain obligated to: (1)
<br />pay Us for services performed through the effective date of the
<br />termination or expiration; (2) provide Us with all the information
<br />necessary for Us to calculate what You owe Us on revenue You
<br />receive after the termination or expiration; and (3) pay invoices We
<br />send You after the expiration or termination of this agreement for
<br />services performed before termination or expiration or for
<br />continuing payments required by the Scope of Work or for both.
<br />8. Our commitment not to discriminate. On any work We perform
<br />under this agreement, We shall not discriminate on the grounds of
<br />race, color, religion, sex, national origin, or veteran status in the
<br />selection and retention of employees, subcontractors, the
<br />procurements of materials or leases of equipment.
<br />9. Our Limited Warranty. We represent that all services performed
<br />under this agreement shall be performed by persons with the skills
<br />and abilities necessary and that the services that We shall provide, the
<br />tangible deliverables, if any, are free and clear of the proprietary
<br />claims of third parties, unless We notify You to the contrary. This
<br />section 9 is Our complete warranty statement. We disclaim any other
<br />warranties to the fullest extent allowed by law.
<br />10. Your warranty to Us. You represent that the information You
<br />or Your employees or agents provide to Us will be provided free and
<br />clear of the claims of third-parties. You represent that You have the
<br />right to provide Us the information You provide and that
<br />information provided will not be obscene, defamatory, or otherwise
<br />expose Us to liability to third parties.
<br />il. Limitation of liability. To the maximum exient permitted by
<br />law, neither MuniServices, nor its employees, contractors or agents
<br />are Iioble for any indirect, incidental, special, punitive or
<br />consequential damages, lost data or cost of procurement of
<br />substitute goods or services arising from or related to the services.
<br />This limitation applies: whether damages are based on breach of
<br />warranty or any obligation arising from a breach of warranty; and
<br />whether Iiability is asserted in contract or torc; and whether or noi
<br />We hove been advised of the possibility of any such loss or
<br />damage.
<br />an-arrarares
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<br />12. Scope of disclaimers and limitation of liability. The disclaimers
<br />and limitations of liability in sections 9 and 11 apply regardless of the
<br />form of action, whether in contract, tort, strict liability or otherwise and
<br />whether damages were foreseeable. Those disclaimers and limitations
<br />of liability survive failure of any exclusive remedies provided in this
<br />Agreement.
<br />13. Indemnification. To the extent permitted by law, a party shall
<br />defend, indemnify, and hold harmless the other parry, its diredors,
<br />officers, employees and affiliates, from any and all claims, suits,
<br />ti demands, losses, damages, liabilities, costs and expenses, including
<br />~ reasonable attorney's fees (collectively "Losses°) arising from or related
<br />to a claim of injury to person or property or death arising from or
<br />caused by the negiigent acts or negligent omissions of employees,
<br />agents, or representatives of the indemnifying party which acts or
<br />omissions arise from the indemnifying party's performance (or non-
<br />performance) under this Agreement. You shall defend, indemnify, and
<br />hold Us harmless from any Losses arising from or related to a claim that
<br />information You provided to Us contains any false, misleading, or
<br />defamatory information regarding a third party.
<br />14. Miscellaneous provisions.
<br />14.1 Personnel. At any time, You may request removal or
<br />replacement of personnel We have assigned and We will promptly
<br />replace such personnel. The time for any deliverables required or
<br />any increase in costs wili be adjusted to reflect any adverse impact
<br />resulting from the change in personnel.
<br />14.2 Grotuities, Gifts, Conflict of Interest. We shall, at all times,
<br />comply with Your policies regarding gifts, gratuities, or conflicts of
<br />interest that You provides to Us. At no time shall We, or Our
<br />employees, agents, directors, or contractors offer or accept any gift
<br />or gratuity: from a third party who may be subject to findings
<br />resulting from Services; to or from You, official, employee,
<br />contractor, or agent, or from any other party where such gift or
<br />gratuity could be construed as a conflict of interest.
<br />14.3 Dispute Resolution. Any dispute relating to this agreement
<br />shall be submitted for resolution through mediation. The mediator
<br />shall be selected from the list of individuals maintained by the
<br />State District Court, County of Lamar, who participate in the
<br />court's alternative dispute resolution process by joint agreement of
<br />the parties. In the event the parties are unable to resolve the
<br />dispute through the mediation process, then either party may
<br />commence an action in the State District Court, County of Lamar
<br />State of Texas. in all cases, the prevailing party to such dispute is
<br />entitled to recover costs and expenses, including reasonable
<br />attorney's fees.
<br />14.4 Ownership of Work Product. We retain all right, title, and
<br />interest in and to the processes, procedures, models, inventions,
<br />software, ideas, know-how, and any and all other patentable or
<br />copyrightable material used, developed, or reduced to practice in
<br />the performance of this agreement. Upon payment therefore, We
<br />will grant You all right, title, and interest in and to the reports,
<br />charts, graphs, and other deliverables We are required to produce
<br />under this agreement.
<br />14.5 Assignment. Neither party may assign this agreement or
<br />any of its rights or obligations under this agreement without the
<br />prior written consent of the other party, which consent must not be
<br />unreasonably withheld. Any assignment without prior written
<br />consent is void. Notwithstanding the foregoing, the parties may
<br />assign ali or part of this agreement immediately, without the prior
<br />written consent of the non-assigning Party: (a) to the assigning
<br />party's successor in interest who expressly assumes responsibility
<br />for the assigning party's obligations under this agreement; or (b) if
<br />necessary to satisfy the rules, regulations and/or orders of any
<br />federal or state governmental agency or body. Notwithstanding the
<br />foregoing, We may assign monies due under this agreement
<br />without consent (whether characterized as an account receivable or
<br />otherwise). Any violation of the provisions of this paragraph
<br />Z Te.vns Gen Pror - rer 0211 10
<br />L 0' Document integrity Verified 1 EchoSign Transaction Number: KLPS2764B3X37
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