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(i) the total cost.of any third party items that are required 10, 12(b), 13-16 these General Terms shall survive the in order for the ES&S Equipment and/or ES&S Software termination of this Agreement, to the extent applicable. to remain certified; (ii) Customer's pro -rata share of such future state certification or recertification costs; and (iii) Customer's pro -rata share of the casts of designing, developing, manufacturing and/or certification by applicable federal and state authorities of any mandated modifications to the ES&S Equipment and/or ES&S Software that may result from such future state certifications or recertifications. Customer's pro -rata share of the costs included under subsections 15(ii) and 15(iii) above shall be determined at the time by dividing the number of registered voters in Customer's jurisdiction by the total number of registered voters in all counties in Customer's state to which EMS has sold anti/or licensed the ES&S Equipment and/or ES&S Software purchased and licensed by Customer under this Agreement. 16. Entire Agreement. This Agreement, including all exhibits hereto, shall 'be binding upon and inure to the benefit of the parties and their respective representatives, successors and assigns. This Agreement, including all Exhibits hereto, contains the entire agreement of the parties with respect to the subject matter hereof and shall supersede and replace any and all other prior or contemporaneous discussions, negotiations, agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Any provision of any purchase order, form or.otheragreement which conflicts with or is in addition to the provisions. of this Agreement shall be of no force or effect In the event of any conflict between a provision contained in an .Exhibit to :this Agreement and these General Terms, .the provision contained in the Exhibit shall control. No waiver, amendment or modification of any provision of this Agreement shall be effective unles's in writing .and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No conserrt.by either party to, or waiver of, a breach by either party shall :constitute a consent to. or waiver of any other different or subsequent breach by either party. This Agreement :shall be .governed by and construed in accordance with'the laws offhe State In which the Customer resides, without. regard to its conflicts of laws principles. The parties agree that venue for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal courts of the United States looted in the Skate .in which the Customer resides. ES&S is providing equipment, software and services to Customer as an independent contractor, and shall not be deemed to be a "state actor" for purposes of 42 U S.C. § 1983. EMS may engage subcontractors to provide certain of the equipment, software or services, but shall remain fully responsible for such performance. The provisions of Sections 1-5, 7(b), 8- P26