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<br />Verity Master Agreement _10192016f 11
<br />contemplated herein including by reason of strikes, lockouts, or other labor disputes. If any event constituting Force Majeure
<br />occurs, the affected party shall notify the other party in writing, disclosing the estimated length of the delay and the cause of the
<br />delay. If a Force Majeure or other such event occurs, the affected party will not be deemed to have violated its obligations under
<br />this Agreement, and time for performance of any obligations of that party will be extended by a period of time necessary to
<br />overcome the effects of the Force Majeure.
<br />18.6. Compliance with Laws. Customer and Hart shall comply with all federal, state, and local laws in the performance of this
<br />Agreement, including those governing use of the Products. Products provided under this Agreement may be subject to U.S. and
<br />other government export control regulations. Customer shall not export or re-export any Products.
<br />18.7. Assignment. Hart may assign this Agreement or its interests herein any including the right to receive payments, without
<br />Customer’s consent. Customer will be notified in writing if Hart makes an assignment of this Agreement. Customer shall not
<br />assign this Agreement or any licenses granted hereunder without the express written consent of Hart, such consent not to be
<br />unreasonably withheld.
<br />18.8. Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any
<br />relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the
<br />power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Hart’s employees,
<br />agents, and subcontractors will not be entitled to any privileges or benefits of C ustomer employment. Customer’s employees,
<br />agents, and contractors will not be entitled to any privileges or benefits of Hart employment.
<br />18.9. Notices. Any notice required or permitted to be given under this Agreement by one party to the other must be in writing and
<br />shall be given and deemed to have been given immediately if delivered in person to the address set forth on the signature page
<br />for the party to whom the notice is given, or on the fifth (5 th) business day following mailing if placed in the United States Mail,
<br />postage prepaid, by registered or certified mail with return receipt requested, addressed to the party at the party’s address set
<br />forth on the signature page. Each party may change its address for notice by giving written notice of the change to the other
<br />party.
<br />18.10. Trademarks. Verity Election Office™, Verity Voting™, Verity Scan™, Verity Touch™, Verity Controller™, Verity Access™,
<br />Verity vDrive™, Verity Touch Writer™, Verity Ballot™, Verity Layout™, Verity Build™, Verity Count™, Verity Relay™, Verity
<br />Key™, and Verity Central™, and such other Product names indicated as trademarked names of Hart are trademarks of Hart.
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<br />18.11. Attorneys’ Fees. In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions
<br />of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to wh ich that
<br />party may be entitled.
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<br />18.12. Equitable Relief. The parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set
<br />forth herein would cause irreparable injury to Hart for which monetary damages alone would not be an adequate remedy, and
<br />therefore Hart shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the
<br />requirement of posting bond or proving actual damages.
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<br />18.13. Government Use. The use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, no matter
<br />how received by the United States Government, is restricted in accordance with the terms and conditions contained herein. All
<br />other use is prohibited. Further, the Products were developed at Hart’s private expense and are commercial in nature. By using
<br />or receiving the Products, the Government user agrees to the terms and conditions contained in this Agreement including the
<br />terms and conditions contained in this paragraph.
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