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A TRUE COPY
<br />CR- RTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />the Software and Documentation is further restricted in accordance with the terms of this Agreement, or
<br />any modification thereto.
<br />b. The Software and Documentation are commercial computer software and commercial computer software
<br />documentation. Client shall ensure that each copy used or possessed by or for the Government is labeled
<br />with the following: "Manufacturer is ESi Acquisition, Inc., 235 Peachtree Street NE, Suite 2300, Atlanta,
<br />GA 30303. ALL RIGHTS RESERVED. PROPRIETARY PRODUCTS." For the purpose of any federal,
<br />state or local law, Client agrees that the Software and Documentation are trade secrets and proprietary
<br />commercial products of ESi and/or its third -party licensors and are not subject to disclosure.
<br />22. General Terms and Conditions.
<br />a. Entire Agreement; Waiver. This Agreement (including any attachments and schedules) and Exhibits,
<br />Statements of Work or Quotes set forth the entire understanding and agreement of the parties and
<br />supersede any and all oral or written agreements or understandings between the parties, as to the subject
<br />matter of this Agreement or the applicable Exhibit, Statement of Work or Quote. Any provisions, terms or
<br />conditions on Client's purchase orders which are, in any way, inconsistent with or in addition to the terms
<br />and conditions of this Agreement shall not be binding upon ESi and shall have no applicability hereunder.
<br />The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver
<br />of any other or subsequent breach.
<br />b. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of
<br />the State of Florida (United States of America) regardless of application of choice of law rules or principles.
<br />This Agreement expressly excludes the United Nations Convention on Contracts for the International Sale
<br />of Goods. Unless otherwise elected by ESi at its option and in writing for a particular instance, the sole
<br />jurisdiction and venue for actions related to the subject matter hereof shall be the state or United States
<br />District Court having within its jurisdiction the location of Client's principal place of business. Both parties
<br />shall consent to the jurisdiction of such courts and agree that process may be served in any manner
<br />allowed by the laws of the State of Florida or of the United States. If Client acquires the Subscription, or
<br />use or access of the Software, in a country other than the United States or its territories, local law and
<br />additional Fees to Client may apply. The original language of this Agreement is English. In case of any
<br />discrepancies or conflicts between the English text version of this Agreement and any translation, the
<br />English version shall prevail.
<br />c. Dispute Resolution. Subject to the "Confidentiality" Section of this Agreement, the parties agree to resolve
<br />all differences or disputes arising out of or relating to this Agreement shall be resolved and settled by final
<br />and binding arbitration administered by the Judicial, Arbitration, Mediation Services (J.A.M.S.) pursuant
<br />to J.A.M.S.' then -current arbitration rules; provided, however, that in the event that J.A.M.S. shall be
<br />unavailable for any reason, then the arbitration shall be filed with and administered by the American
<br />Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. Any such arbitration
<br />shall be conducted before a single arbitrator in a proceeding held in the Indian River County Florida area.
<br />The arbitrator shall award to the prevailing party in such arbitration such party's attorneys' charges,
<br />arbitrator's charges, J.A.M.S.' charges (or, if applicable, AAA's charges) and other costs incurred by the
<br />prevailing party in such arbitration. The arbitration shall be governed by the Federal Arbitration Act, 9
<br />U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrator may be entered in any court
<br />having jurisdiction thereof. The language of the arbitration shall be English. The arbitrator shall apply the
<br />substantive law of Florida when resolving the differences before them and shall not resort to any conflict
<br />of law rule that would call for the application of the law of another jurisdiction. The arbitrator shall take into
<br />account principles of legal privileges, such as those involving the confidentiality of communications
<br />between a lawyer and a client. The arbitrator shall render any monetary award in U.S. dollars.
<br />Notwithstanding the foregoing, the parties reserve the right to seek injunctive relief in a court of competent
<br />jurisdiction to protect any intellectual property rights and to prevent the release of Confidential Information.
<br />d. Assignment. Client may not assign or otherwise transfer, in whole or in part, or in any other manner, any
<br />rights, obligations, or any interest in or under this Agreement without the prior written consent of ESi and
<br />any purported attempt to do so will be null and void. A merger or other acquisition by a third party will be
<br />treated as an assignment. ESi may at any time and without Client's consent assign all or a portion of its
<br />rights and duties under this Agreement to a company or companies wholly owning, owned by, or in
<br />common ownership with ESi. This Agreement shall be binding on each party's successors and permitted
<br />assigns. Additionally, ESi may delegate the performance of certain Services to its Affiliates and third -party
<br />providers, provided ESi remains responsible to Client for the delivery of such Services and the compliance
<br />of such Affiliates and third -parry providers with this Agreement.
<br />e. Change in Subcontractors. ESi has the right to change, modify and otherwise convert services providers
<br />and subcontractors (including, without limitation, its affiliates) used to provide the Services and terms
<br />under which the Services are offered, provided that the basic functionality and quality of the Services will
<br />not be materially adversely affected.
<br />Confidential and Proprietary
<br />Indian River.ESLEUSA.draft 9-10-24 Page 13 of 20
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