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DocuSign Envelope ID: 7D5B427A-5ABE-4FE3-95F2-8BF26A5A9F27
<br />10.1 Logo Use. OpenGov shall have the right to use and display Customer's logos and trade names for
<br />marketing and promotional purposes in connection with OpenGov's website and marketing materials, subject
<br />to Customer's trademark usage guidelines provided to OpenGov.
<br />10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or
<br />telephone communications. However, for notices, including legal notices, required by the Agreement (in
<br />Sections where the word "notice" appears) the parties must communicate more formally in a writing given by
<br />personal delivery, by pre -paid first-class mail or by overnight courier to the address specified in the most recent
<br />Order Form (or such other address as may be specified in writing in accordance with this Section).
<br />10.3 Anti -corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment,
<br />gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts
<br />and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any
<br />violation of the above restriction then OpenGov shall promptly notify Customer.
<br />10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the
<br />unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved
<br />party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore,
<br />that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable
<br />injunctive relief without being required to post a bond or other surety or to prove either actual damages or that
<br />damages would be an inadequate remedy.
<br />10.5 Force Maieure. Neither party shall be held responsible or liable for any losses arising out of any delay
<br />or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god,
<br />act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party
<br />service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed
<br />or prevented from performing.
<br />10.6 Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that
<br />provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
<br />remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right
<br />under this Agreement will not create a continuing waiver or any expectation of non -enforcement. There are no
<br />third -party beneficiaries to this Agreement.
<br />10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer
<br />this Agreement or any of its rights or obligations to a third party without the other party's prior written consent,
<br />which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such
<br />consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or (ii)
<br />any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through
<br />purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall
<br />inure to the benefit of and bind each party's permitted assigns and successors.
<br />10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result
<br />of this Agreement and neither party has any authority of any kind to bind the other party in any respect.
<br />10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing
<br />party will be entitled to recover costs and attorneys' fees.
<br />10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Florida
<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
<br />competent jurisdiction located in Florida's Nineteenth District„ and the parties hereby submit to the
<br />personal jurisdiction and venue therein.
<br />10.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual
<br />understanding of the parties and supersedes and cancels all previous written and oral agreements,
<br />communications, and other understandings relating to the subject matter of this Agreement. No
<br />modification of this Agreement will be binding, unless in writing and signed by an authorized
<br />representative of each party.
<br />Indian River, FL 5/5 dp
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