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OPENGOV SOFTWARE SERVICES AGREEMENT
<br />
<br />REV: 08-30-2022 MI
<br />Rev. 2018.01_210428
<br />11.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
<br />communications. However, for notices, including legal notices, required by the Agreement (in Sections where the
<br />word “notice” appears) the parties must communicate more formally in a writing given by personal delivery, by pre-
<br />paid first-class mail or by overnight courier to the address specified in the most recent Order Form (or such other
<br />address as may be specified in writing in accordance with this Section).
<br />11.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift, or
<br />thing of value to any Customer personnel in connection with the Agreement. If OpenGov become aware of any
<br />violation of the above restriction then OpenGov shall promptly notify Customer.
<br />11.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized
<br />use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which
<br />damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to
<br />any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without
<br />being required to post a bond or other surety or to prove either actual damages or that damages would be an
<br />inadequate remedy.
<br />11.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure
<br />in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
<br />governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service, utilities,
<br />or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from
<br />performing.
<br />11.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision
<br />will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
<br />force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement
<br />will not create a continuing waiver or any expectation of non-enforcement. There are no third-party beneficiaries to
<br />this Agreement.
<br />11.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this
<br />Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which
<br />consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent
<br />but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii) any entity
<br />that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase,
<br />merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to
<br />the benefit of and bind each party’s permitted assigns and successors.
<br />11.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this
<br />Agreement and neither party has any authority of any kind to bind the other party in any respect.
<br />11.9 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will
<br />be entitled to recover costs and attorneys’ fees.
<br />11.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California
<br />without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or
<br />claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent
<br />jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and
<br />venue therein.
<br />11.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding
<br />of the parties and supersedes and cancels all previous written and oral agreements, communications, and other
<br />understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding,
<br />unless in writing and signed by an authorized representative of each party.
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<br />ATTY/AGR.2022 - Amend No. 1/Opengov, Inc. (Page 11 of 11)
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