SH22-019 - GUARDIAN RFID - RESOLUTION & AGREEMENT - fully executed

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GUARDIAN RFID 22.MISCELLANEOUS (a)Entire Agreement.This Agreement,including its Addenda and documents or other information specifically referenced in this Agreement,constitutes the entire expression of the parties' agreement on the matters contained in this Agreement.All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.In the event of a conflict between the Sections 1 through 22 of the Agreement and any of its Addenda,the language of Sections 1 through 22 of the Agreement will control. (b)Amendments.The parties may not amend this Agreement except in a writing that each party signs.The terms of such amendment will apply as of the effective date of the amendment unless the amendment specifies otherwise. (c)Chanqe Orders.Any change orders and out-of-scope work must be agreed to by executing an amendment to this Agreement pursuant to Section 22(b). (d)Waiver.No provision of this Agreement will be waived except pursuant to a writing executed by the party against which the waiver is sought.No waiver will be applicable other than in the specific instance in which it is given.No failure to exercise,partial exercise of,or delay in exercising any right or remedy or failure to require the satisfaction of any condition under this Agreement will operate as a waiver or estoppel of any right,remedy,or condition. (e)Assignment.This Agreernent will be binding upon,and the benefits and obligations provided for in this Agreement will inure to,the parties and their respective owners,shareholders,members, heirs,legal representatives,successors,and assigns.The Customer may not assign,without the prior written consent of GUARDIAN RFlD,which consent will not be unreasonably withheld,the Customer's rights and obligations under this Agreement,in whole or in part,whether by merger, consolidation,assignment,sale of stock,operation of law,or otherwise,and any attempt to do so will be deemed a material breach of this Agreement. (f)Notice.Except as otherwise provided in this Agreement,each party giving any notice required under this Agreement will do so in writing and will use one of the following methods of delivery. (i)Delivered personally,with the notice effective upon delivery, (ii)U.S.-recognized overnight courier,with the notice effective at the time delivery is shown in the courier's records;or (iii)Postage prepaid by U.S.registered or certified mail,return receipt requested,with the notice effective upon receipt or upon the date that delivery is attempted and refused. All notices shall be addressed to the parties at the addresses set forth in the recitals of this Agreement,except that either party may designate another notice address in a notice given under this Section. (g)Severability.if any provision of this Agreement is held invalid,illegal,or unenforceable,the validity,legality,and enforceability of the remaining provisions will not be affected or impaired. (h)Remedies.Unless otherwise specified in this Agreement,the rights and remedies of both parties set forth in this Agreement are not e×clusive and are in addition to any other rights and remedies available to it at law or in equity. GUARDIAN RFID System Agreement |21 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential &Proprietary.(Rev.7/2020)