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REV: 08-22-25 MI
<br />11.Disbarment. Vendor warrants that it is not disbarred or suspended, proposed for disbarment or declared ineligible for award
<br />of contracts by any federal agency.
<br />12.Cost of Living Increase. The contracted pricing may be increased by 3% at each anniversary of the contract effective date.
<br />13.Solicitation of Personnel. Neither party shall, directly or indirectly, knowingly solicit, induce, recruit or encourage, or
<br />cause another to solicit, induce, recruit or encourage, any person employed or engaged by the other party, whether as an
<br />employee or independent contractor, to terminate his or her engagement with the other party during the term of this
<br />Agreement and for the one (1) year period following the Termination Date. This provision does not apply to public job
<br />postings.
<br />14.Marketing and Publicity. Without obtaining prior written consent, no party may use the other party’s name, trademarks,
<br />logos and/or service marks without complying with the other party’s requirements for such use.
<br />15.Remedies. The remedies in this provision do not replace or otherwise limit the remedies included elsewhere in this
<br />Agreement. Either Party may, in its sole and absolute discretion, terminate this Agreement upon the other party’s breach or
<br />within ten (10) days of learning of the other party’s breach. Any decision by either party to forego cancellation upon a breach
<br />by the other party shall not constitute a waiver of such party’s right to terminate due to any subsequent breach.
<br />16. Notices. All notices and communications must be in writing and will be effective upon receipt. Such notices shall be sent
<br />by registered or certified U.S. mail return receipt requested or by a nationally recognized overnight courier service, to the
<br />address set forth for such party listed above.
<br />17.Account Management Portal. Client Administrator will grant Client’s employees access to Vendor’s Account Management
<br />Portal (AMP), or Client’s Account Manager will grant access upon Client’s request. During the term of the Agreement it
<br />will be Client Administrator’s responsibility to remove terminated employee’s AMP access, or notify Vendor, in writing,
<br />that a terminated employee should have their AMP access removed. Should Client not remove or provide termination
<br />information to Vendor to remove terminated user’s accounts, Vendor will not have any liability for any misuse.
<br />18.Equal Opportunity. In accordance with 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a)., Vendor prohibits harassment or
<br />discrimination against any individuals based on their status as protected veterans or individuals with disabilities, and prohibits
<br />discrimination against any individuals based on their race, color, religion, sex, sexual orientation, gender identity or national
<br />origin. Vendor takes affirmative action to employ and advance in employment individuals without regard to race, color,
<br />religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.
<br />19.Entire Agreement. This Agreement represents the complete agreement of the parties and will supersede any and all other
<br />agreements, understandings and representations by and between the parties hereto. The parties agree that this Agreement
<br />represents the joint drafting of the parties. By signing below, the parties represent and warrant that neither is relying on any
<br />promise, guarantee or other statement not contained in this Agreement.
<br />20.Governing Law. The performance of Vendor and Client under this Agreement shall be controlled and governed by the laws
<br />of the State of California, excluding conflicts of law provisions. Jurisdiction and venue for any dispute between Vendor and
<br />Client concerning this Agreement shall rest exclusively within the state and federal courts of California. Each of Vendor
<br />and Client hereby waives all defenses of lack of personal jurisdiction and forum non conveniens related thereto.
<br />21.Severability. Should any provision of this Agreement be held invalid or illegal, such invalidity or illegality shall not
<br />invalidate the remainder of this Agreement. Instead, this Agreement will be construed as if it did not contain the illegal or
<br />invalid part, and the rights and obligations of the parties shall be construed and enforced accordingly.
<br />22.Force Majeure: Notwithstanding any other provision of this Agreement, Each party shall be excused from performing any
<br />obligations under this Agreement, in whole or in part, as a result of delays or interference caused by an act of God, war, labor
<br />disputes, strikes, floods, floods, lightning, severe weather, shortage of materials, failures or f1uctuations in electrical power,
<br />heat, light, air conditioning, disruption of a line, service or program by a common carrier or billing services provider,
<br />disruption or malfunction of any data processing or telecommunications network, facility or equipment, third-party
<br />nonperformance, pandemic, or other cause beyond a party's reasonable control. Neither party however may obtain relief
<br />under this section if such party does not have a written disaster recovery/business continuity plan in place at the time of any
<br />force majeure event.
<br />ATTY/AGR.2025.222/CyraCom International, Inc (Interpretation Services) (Page 4 of 7)
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