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includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
<br />disturbance, sabotage, terrorism and governmental actions.
<br />Neither party shall, however, be excused from performance if non-perFormance is due to
<br />forces that are preventable, removable, or remediable nor which the non-performing party could
<br />have, with the exercise of reasonable diligence, prevented, removed, or remedied with
<br />reasonable dispatch. The non-performing party shall, within a reasonable time of being
<br />prevented or delayed from performance by an uncontrollable force, give written notice to the
<br />other party describing the circumstances and uncontrollable forces preventing continued
<br />performance of the obligations of this Agreement.
<br />14. JURISDICTION, VENUE, and ATTORNEY'S FEES. All legal questions and disputes
<br />regarding this AGREEMENT shall be determined in accordance with the laws of the state of
<br />Texas. Any legal action by either party against the other concerning this AGREEMENT shall be
<br />filed in Lamar County, Texas, which shall be deemed the only proper jurisdiction and venue for
<br />the action. The prevailing party in any dispute arising from this AGREEMENT shall have its
<br />reasonable attorneys' fees reimbursed by the non prevailing party.
<br />15. REPRESENTATIONS. PROVIDER and CONTRACTOR agree that this AGREEMENT
<br />constitutes a legal, valid and binding obligation for each party, enforceable against such party in
<br />accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
<br />and other similar laws relating to or affecting the enforcement of creditor's rights generally and
<br />to general principles of equity). Further, CONTRACTOR and PROVIDER warrant and represent
<br />to each other: that each (i) is duly formed and organized and validly existing under the laws of
<br />the jurisdiction of its formation, (ii) is properly qualified to do business and is in good standing
<br />under the laws of each jurisdiction in which it does business, (iii) has all necessary corporate or
<br />similar power and authority to execute and deliver this Addendum and to consummate the
<br />transaction contemplated hereby; and that this AGREEMENT, its execution and the fulfillment
<br />and compliance with the terms and conditions hereof, do not violate or conflict with any
<br />provision of or result in any breach of or default under any (i) organizational documents of each
<br />party, (ii) law or judicial, award, or similar decree, or (iii) AGREEMENT, to which PROVIDER or
<br />CONTRACTOR, for CONTRACTOR's representations and warranties, or PROVIDER, for
<br />PROVIDER's representations and warranties, are bound.
<br />16. EXPORT LAWS. PROVIDER shall comply with all the current export laws and
<br />regulations of the U.S. Government and the government of the country in which PROVIDER
<br />receives delivery of the Licensed Software which pertain to the Licensed Software.
<br />17. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
<br />CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this AGREEMENT or any
<br />part thereof or work provided therein, or of its right, title or interest therein, unless otherwise
<br />provided in the AGREEMENT, without express prior written consent by the PROVIDER.
<br />18. NOTICES. Any notice given or required to be given under this Addendum shall be in
<br />writing and shall be addressed to the Parties hereto at the addresses set out below. Any such
<br />notices shall be deemed to have been given (i) if mailed, then three (3) days following the date
<br />such notice is placed in the United States mail in a postage paid wrapper, registered or certified
<br />with return receipt requested, addressed to the appropriate Party at the address set forth above
<br />for such Party, or to the last address provided in writing to the other Party by the addressee, or
<br />(ii) if by any other method, when actually received. Either Party may change its address for the
<br />purpose of this Addendum by notice in writing to the other Party in accordance herewith.
<br />{00085608-1}Service Agreement
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