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<br /> 10-days prior written notice of Your failure to pay) is a material hold Us harmless from any Losses arising from or related to a claim that
<br /> breach. information You provided to Us contains any false, misleading, or
<br /> 7. Your payment obligations after this agreement ends. Even if defamatory information regarding a third party.
<br /> this agreement is terminated or expires You remain obligated to: (1) 14. Miscellaneous provisions.
<br /> pay Us for services performed through the effective date of the 14.1 Personnel. At any time, You may request removal or
<br /> termination or expiration; (2) provide Us with all the information replacement of personnel We have assigned and We will promptly
<br /> necessary for Us to calculate what You owe Us on revenue You replace such personnel. The time for any deliverables required or
<br /> receive after the termination or expiration; and (3) pay invoices We any increase in costs will be adjusted to reflect any adverse impact
<br /> send You after the expiration or termination of this agreement for resulting from the change in personnel.
<br /> services performed before termination or expiration or for
<br /> continuing payments required by the Scope of Work or for both. 14.2 Gratuities, Gifts, Conflict of Interest. We shall, at all times,
<br /> comply with Your policies regarding gifts, gratuities, or conflicts of
<br /> 8. Our commitment not to discriminate. On any work We perform interest that You provides to Us. At no time shall We, or Our
<br /> under this agreement, shall not discriminate on the grounds of employees, agents, directors, or contractors offer or accept any gift
<br /> race, color, religion, sex, , national origin, or veteran status in the or gratuity: from a third party who may be subject to findings
<br /> selection and retention of employees, subcontractors, the resulting from Services; to or from You, official, employee,
<br /> procurements of materials or leases of equipment. contractor, or agent, or from any other party where such gift or
<br /> 9. Our Limited Warranty. We represent that all services performed gratuity could be construed as a conflict of interest.
<br /> under this agreement shall be performed by persons with the skills 14.3 Dispute Resolution. Any dispute relating to this agreement
<br /> and abilities necessary and that the services that We shall provide, the shall be submitted for resolution through mediation. The mediator
<br /> tangible deliverables, if any, are free and clear of the proprietary shall be selected from the list of individuals maintained by the
<br /> claims of third parties, unless We notify You to the contrary. This State District Court, County of Lamar, who participate in the
<br /> section 9 is Our complete warranty statement. We disclaim any other court's alternative dispute resolution process by joint agreement of
<br /> warranties to the fullest extent allowed by law. the parties. In the event the parties are unable to resolve the
<br /> 10. Your warranty to Us. You represent that the information You dispute through the mediation process, then either party may
<br /> or Your employees or agents provide to Us will be provided free and commence an action in the State District Court, County of Lamar
<br /> clear of the claims of third-parties. You represent that You have the State of Texas. In all cases, the prevailing party to such dispute is
<br /> right to provide Us the information You provide and that entitled to recover costs and expenses, including reasonable
<br /> information provided will not be obscene, defamatory, or otherwise attorney's fees.
<br /> expose Us to liability to third parties. 14.4 Ownership of Work Product. We retain all right, title, and
<br /> 11. Limitation of liability. To the maximum extent permitted by interest in and to the processes, procedures, models, inventions,
<br /> law, neither MuniServices, nor its employees, contractors or agents software, ideas, know-how, and any and all other patentable or
<br /> are liable for any indirect incidental, special, punitive or copyrightable material used, developed, or reduced to practice in
<br /> consequential damages, lost data or cost of procurement of the performance of this agreement. Upon payment therefore, We
<br /> substitute goods or services arising from or related to the services, will grant You all right, title, and interest in and to the reports,
<br /> This limitation applies: whether damages are based on breach of charts, graphs, and other deliverables We are required to produce
<br /> warranty or any obligation arising from a breach of warranty; and under this agreement.
<br /> whether liability is asserted in contract or tort; and whether or not 14.5 Assignment. Neither party may assign this agreement or
<br /> We have been advised of the possibility of any such loss or any of its rights or obligations under this agreement without the
<br /> damage. prior written consent of the other party, which consent must not be
<br /> 12. Scope of disclaimers and limitation of liability. The disclaimers unreasonably withheld. Any assignment without prior written
<br /> and limitations of liability in sections 9 and 11 apply regardless of the consent is void. Notwithstanding the foregoing, the parties may
<br /> form of action, whether in contract, tort, strict liability or otherwise and assign all or part of this agreement immediately, without the prior
<br /> whether damages were foreseeable. Those disclaimers and limitations written consent of the non-assigning Party: (a) to the assigning
<br /> of liability survive failure of any exclusive remedies provided in this party's successor in interest who expressly assumes responsibility
<br /> Agreement. for the assigning party's obligations under this agreement; or (b) if
<br /> 13. Indemnification. To the extent permitted by law, a party shall necessary to satisfy the rules, regulations and/or orders of any
<br /> defend, indemnify, and hold harmless the other party, its directors, federal or state governmental agency or body. Notwithstanding the
<br /> officers, employees and affiliates, from any and all claims, suits, foregoing, We may assign monies due under this agreement
<br /> without
<br /> demands, losses, damages, liabilities, costs and expenses, including consent (whether characterized as an account receivable or
<br /> reasonable attorney's fees (collectively "Losses") arising from or related otherwise). Any violation of the provisions of this paragraph
<br /> or death arising from or renders this agreement voidable at the option of the non assigning
<br /> to a claim of injury to person or property
<br /> caused by the negligent acts or negligent omissions of employees, party.
<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
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<br /> Document Integrity Verified Echoslgn Transaction Number: xxsvexxK2z4M23
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