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all right, title, and interest in and to the Confidential Information provided by Customer and/or Customer Users. <br />Neither CORE, nor any successor or entity to which CORE's assets are sold, acquires rights in the Confidential <br />Information, other than the rights Customer grants to CORE top erform the work contemplated in this Agreement. <br />If CORE becomes subject to dissolution or insolvency, Customer's and Customer Users' Confidential Information <br />will not be considered an asset or property of CORE. Customer reserves the rightto demand the prompt return <br />of any Confidential Information at any time and for any reason whatsoever. The disclosure of Confidential <br />Information to CORE shall not be construed as a grant of any right or license with respectto the information other <br />than forthe purposes set forth in this Agreement. <br />12. MISCELLANEOUS PROVISIONS <br />12.1. Force Maieure. CORE shall not be liable forfailureto deliverordelays in delivery occasioned by causes beyond <br />CORE's control including, without limitation, fires, embargoes, war(orotheroutbreaks of hostility), governmental <br />acts and regulations, receipt of orders from all sources in excess of its suppliers'then-scheduled production <br />capacity, and othercauses beyond CORE's control. <br />12.2. Waiver. Nowaiverby eitherparty of any breach orviolation of anycovenant, term, condition, orprovisionofthis <br />Agreement or of the provisions of any ordinance or law, shall be construed to waive any otherterm, covenant, <br />condition, provisions, ordinanceorlaw, or of any subsequent breach orviolation of the same. <br />12.3. Purchase of Additional Services and Third -Party Products. <br />12.3.1. Throughout the Agreement Term, CORE may make available to the Customer services and third party <br />products that (i) relate to orenhance the Licensed Program being developed oroffered bythe third -party <br />providerof the solution, and (ii) are within CORE's authorityand capacity to resell on behalf of the third <br />party. Customer acknowledges that (i) its purchase of such products and services may be subject to <br />specificterms and conditions required by CORE and the Third Party providers, and (ii) unless specifically <br />incorporated into the order form for such products and services, the terms and conditions of this <br />Agreementshall notapplytothe purchaseof such productsand services. The agreementto purchasesuch <br />third party products and services may have a term that isshorteror longerthan the Agreement Term. <br />12.3.2. The initial purchase of third party products and services underthis Agreement is setforth in the Statement <br />of Work and Attachments. The parties may by mutual consent add additional products and/orServices to <br />those listed in the initial orderform. <br />12.3.3. CORE may provide Customerwith servicesto implement orsupportsuch additional third party products <br />and/or services. The parties may by mutual agreement add those CORE -provided services to the <br />Statement of Work. <br />12.4. Governing Law and Venue. This Agreement is made pursuant to, and shall be, resolved in, governed by and <br />construed in accordance withthe laws of the State of California without regard toconflict of law provisions. Sole <br />and exclusive jurisdiction for any action or proceedings arising out of or related to this Agreement or an order <br />shall be in an appropriate state orfederal court in San Mateo County. <br />12.5. Notice. All notices,authorizations, and requests in connection with this Agreement shall be deemed given onthe <br />day they are: (i) sent by prepaid courierservice (e.g., FedEx, UPS, etc.) or (ii) sentvia email provided that receipt <br />of such email is specifically acknowledged bythe recipient, and are addressed assetforth below, which designated <br />person(s) may be amended byeitherparty bygivingwritten notice tothe otherparty: <br />EXHI BIT H CORE BT i PAYMENT AG RE EM ENT <br />ATTY/AGR/2019.11 B/CH ERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 152 of 172 <br />ME <br />