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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />f. Interpretation. In the event of a conflict between this Agreement and the terms of any Exhibit, Statement
<br />of Work or Quote attached hereto, the terms of the Exhibit, Statement of Work or Quote shall prevail and
<br />control the interpretation of this Agreement. The Exhibits, Statement of Work or Quote, attachments, and
<br />schedules together with this Agreement shall be interpreted as a single document.
<br />g. Force Maieure. No breach of any obligation of ESi in this Agreement or an Exhibit, Statement of Work or
<br />Quote shall constitute an event of default or breach to the extent it arises out of a cause, existing or future,
<br />that is beyond the reasonable control of ESi, including without limitation, "acts of god" (such as
<br />earthquake, natural disaster, or flood), war, terrorists' acts, riot, theft, labor disputes, government
<br />regulations, curtailment of transportation, or a cause making ESi's performance impossible or
<br />commercially impracticable or the like.
<br />h. Limitations Period. Client agrees not to bring a legal action against ESi more than two years after the later
<br />of the date on which the cause of action accrues or the date on which the party discovered or with
<br />reasonable investigation should have discovered the cause of action.
<br />i. Prevailing Party. The prevailing party in any arbitration, suit, or action brought by one party against the
<br />other party to enforce the terms of this Agreement, any Exhibits or Quotes or Statement of Works hereto
<br />or any rights or obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and
<br />attorneys' charges of bringing such arbitration, suit, or action.
<br />j. Independent Contractors. The parties are independent contractors, and no agency, partnership,
<br />franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party
<br />shall make any statement, representation, warranty or other commitment on behalf of the other party.
<br />k. No Licenses. There are no licenses to the Software, express or implied, granted or provided under this
<br />Agreement. Neither party shall exceed the scope of the Subscription granted hereunder. ESi reserves all
<br />rights not specifically granted to Client.
<br />I. Notice. All notices shall be in writing and sent by certified mail (return receipt requested), overnight courier,
<br />or delivered personally to the addresses indicated on the first page of this Agreement for the applicable
<br />intended recipient, or such other address as either party may indicate by at least ten (10) days prior written
<br />notice to the other party. All notices to ESi shall be directed to the attention of the President/CEO of ESi,
<br />with a copy of all such notices also sent to ESi to the attention of ESi's General Counsel at the same
<br />address as ESi. Notice will be effective on the date shown on the delivery receipt or, in the case of
<br />personal delivery, actual receipt. All notices required pursuant to this Agreement shall be provided in strict
<br />compliance with this Section.
<br />m. Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining
<br />provisions will continue in full force without being impaired or invalidated in any way. The parties agree to
<br />replace any invalid provision with a valid provision that most closely approximates the intent and economic
<br />effect of the invalid provision.
<br />n. No Third -Party Beneficiaries. ESi and Client agree that, except as otherwise expressly provided in this
<br />Agreement, there shall be no third -party beneficiaries to this Agreement.
<br />o. Headings. The headings used in this Agreement, Exhibits, Quotes and Statements of Work are solely for
<br />convenience and shall not be considered in its interpretation.
<br />p. Authorized Signer. Each party represents that the person signing this Agreement and any Exhibit,
<br />Statement of Work or Quotes hereto has been properly authorized and empowered to execute and deliver
<br />this Agreement and any Exhibit, Statement of Work or Quotes hereto on behalf of such party. This
<br />Agreement becomes null and void if the time between the earlier dated signature and the later dated
<br />signature exceeds sixty (60) days, unless waived by ESi.
<br />q. Incorporation by Reference. Any Attachments to this Agreement and any Exhibit, Statement of Work or
<br />Quote now existing and hereafter executed or issued that are made pursuant to this Agreement shall be
<br />deemed to be part of this Agreement and are incorporated into this Agreement by reference.
<br />r. Amendments. Except as otherwise provided herein or in an applicable Exhibit, Statement of Work or
<br />Quote, this Agreement and any Exhibit, Statement of Work or Quote may be changed or modified only in
<br />a written document signed by duly authorized representatives of both parties.
<br />s. Counterparts/Duplicate Originals. This Agreement and any Exhibit, Statement of Work or Quote may be
<br />executed by the parties in one or more counterparts or duplicate originals, and each of which when so
<br />executed shall be an original, but all such counterparts shall constitute one and the same document.
<br />t. Publicity/Use of Trademarks. ESi and Client herein agree to permit the occasional use of each other's
<br />name and logo as well as reference to this Agreement and the Services in their respective promotional
<br />advertising, press releases and public relations efforts. All such use will be only in a manner that reflects
<br />positively upon the other party. ESi may, without obtaining Client's prior written consent, place Client's
<br />name on a list of ESi's customers.
<br />u. Non -Solicitation. Client shall not, without ESi's prior written consent, directly or indirectly, solicit for
<br />employment or hire any Restricted Employee (as defined herein) while such person is employed by ESi
<br />and for the 12 -month period starting on the earlier of: (i) termination of such Restricted Employee's
<br />employment with ESi, or (ii) termination or expiration of this Agreement. "Restricted Employee" means
<br />Confidential and Proprietary
<br />Indian River. ESE EUSA.draft 9-10-24 Page 14 of 20
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