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ShotSpotter Flex SERVICES AGREEMENT 15
<br />of all tariffs, customs duties, imposts, national, federal, provincial, state, and local VAT, excise, sales, use
<br />and similar taxes. You will be pay and be responsible for paying any and all such taxes and tariffs, when
<br />applicable.
<br />C. EQUAL OPPORTUNITY CONTRACT CLAUSE.
<br />SST is committed to the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246,
<br />(41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the
<br />Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act
<br />of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders.
<br />D. SEVERABILITY AND INTERPRETATION.
<br />If any provision, in whole or in part, of this Agreement and/or the Purchase Documents of which it is a part
<br />is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining
<br />provisions, and there shall be substituted for the invalid provision a valid provision which most closely
<br />approximates the intent and economic effect of the invalid provision. No part or provision shall be
<br />interpreted in favor or against any party because such party or its counsel drafted the relevant provision.
<br />No course of dealing, usage, custom of trade, or communication between the parties shall modify or alter
<br />any of the rights or obligations of the parties under this Agreement and Purchase Document(s).
<br />E. INTEGRATION, AMENDMENT AND WAIVER.
<br />This Agreement, and the Purchase Document(s) of which it is a part, together with any other exhibits or
<br />appendices thereto, constitute the entire understanding between SST and you. No other documents or
<br />representations shall be used in interpreting it. Any and all written or oral agreements heretofore existing
<br />between the parties are expressly cancelled and/or superseded. Any other document, proposal,
<br />specification, statement of work, marketing collateral, or representation which may vary, alter, amend or
<br />supplement these terms and conditions will not be binding unless agreed to in a writing signed by
<br />appropriate representatives of both SST and Customer. No modification, variance, amendment or waiver
<br />of any part of Agreement or Purchase Document(s) shall be binding upon either party, whether written,
<br />oral, or in any other medium, unless made in writing and signed by authorized representatives of both
<br />parties. All the parties' rights and duties are material and time is of the essence; no waiver of any rights
<br />hereunder shall be deemed effective unless in writing executed by the waiving party; no waiver of either
<br />party's breach of any provision of this Agreement or Purchase Documents shall constitute a waiver of any
<br />prior or subsequent breach of the same or any other provision, and no failure to exercise, and no delay in
<br />exercising, any right(s) hereunder on either party's part shall operate as a waiver of any such right; all of
<br />the parties' rights are cumulative; and, no single or partial exercise of any right hereunder shall preclude
<br />further exercise of such right or any other right.
<br />F. BENEFIT AND BURDEN; ASSIGNMENT.
<br />REV: 06-19-18 MI
<br />Page 15 cf 20
<br />ATTY/AGR.2018.131 /ShotSpotter
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