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12.4 Survival. The provisions of Sections 2.4, 4.3, 4.4, 5 .2, 5 .3, 7, 8, 9, 10, 11 , 12 and 13 shall survive the termination of this Agreement. 13 . General 13 . 1 Audit Rights. During normal business hours and at any time the Software or Service is being used, NC4 or its authorized representative will have the right to audit and inspect Licensee's use of the Software and Service or compliance with the terns of this Agreement. NC4 may audit Licensee use of the Software and Service or compliance with the terms of this Agreement by remote access of Licensee's Equipment with or without notice at any time. NC4 shall give Licensee reasonable advance notice if it intends to conduct an on-site audit and inspection. 13 .2 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns, provided that neither this Agreement nor any license hereunder may be assigned by Licensee (whether by operation of law or otherwise) without NC4's prior written consent. NC4 may assign all or any part of its rights and obligations under this Agreement without consent to (a) any entity resulting from any merger, consolidation or other reorganization of NC4, (b) any operating entity controlling NC4, or owned or controlled, directly or indirectly, by NC4, (c) any affiliate of NC4, or (d) any purchaser of all or substantially all of the assets of NC4. 13 .3 Non-Solicitation of Employees. Each Party agrees that during the term of this Agreement and for a period of two years after its expiration or termination, neither party will solicit or encourage any employee or consultant to discontinue their employment or engagement with the other Party. This Section 13 .3 shall not apply to employment opportunities of either party advertised to the general public (e.g., newspaper advertisement, internet advertisement or listing, etc.) to which an employee of either party may respond. 13 .4 Facsimile. A facsimile of a signed copy of this Agreement received from Licensee may be relied upon as an original and if there is any inconsistency between such facsimile and a subsequently received hard copy, the facsimile shall prevail. 13 .5 Force Majeure. Neither party shall be held liable for any damages or penalty for delay in the performance of its obligations hereunder (other than Licensee's obligation to make payments under this Agreement) when such delay is due to the elements, acts of God or other causes beyond its reasonable control. 13 .6 Compliance With Regulations. Licensee agrees to comply fully with all relevant export and import laws and regulations of the United States and the country or territory, to assure that neither the Software, nor any direct product thereof, are exported or imported, directly or indirectly, in violation of such laws. 13 .7 Governing Law/Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the United States and the State of Florida, without regard to or application of Florida' s conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which are expressly excluded. All disputes arising out of or relating to this Agreement shall take place exclusively in the appropriate federal or state court in Orange County, Florida, and each party irrevocably consents to the jurisdiction of such courts. 13 .8 Third-Party Beneficiaries. Any person licensing a third-party software to NC4 or its subsidiaries is hereby specified as a third-party beneficiary of this Agreement. NC4 will be responsible for all third-party beneficiary reporting. Except as expressly set forth in this Section, there shall be no third-party beneficiaries under this Agreement. 13 .9 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 13. 10 Waiver and Modification. Waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. Any waiver, amendment, NC4 Public Sector LLC 9 Standard License Agreement ( 10.05)