Disbursement Agreement - Approval by DM

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Confidential and Proprietary Information not otherwise required to be provided to Client as a part of this Agreement. Rapid shall make such books and records available to Client during normal business hours. Any such audit shall be conducted at Rapid's principal place of business during Rapid's normal business hours and at Client's sole expense. 15. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit, create any rights in, or otherwise vest any rights upon any third-party. 16. Contra Proferentem. The doctrine of contra proferentem shall not apply to this Agreement. If an ambiguity exists in this Agreement, or in a specific provision, neither the Agreement nor the provision shall be construed against the party who drafted the Agreement or provision. 17. Force Majeure. No party to this Agreement shall be liable for delay or failure in the performance of its contractual obligations arising from any one or more events that are beyond its reasonable control, including, without limitation, acts of God, war, terrorism, criminal activity, supply chain delays, epidemics, and riot. Upon such delay or failure affecting one party, that party shall notify the other party and use all reasonable efforts to cure or alleviate the cause of such delay or failure with a view to resuming performance of its contractual obligations as soon as practicable. Notwithstanding the foregoing, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay. Any performance times pursuant to or arising from this Agreement shall be considered extended for a period of time equivalent to the time lost because of any delay that is excusable herein. 18. Equitable Relief. Each party covenants, represents, and warrants that any violation of this Agreement by such party with respect to its respective obligations set forth in Section G shall cause irreparable injury to the other party and shall entitle the other party to extraordinary and equitable relief by a court of competent jurisdiction, including, without limitation, temporary restraining orders and preliminary and permanent injunctions, without the necessity of posting bond or security. 19. Other Remedies. Rapid or its Affiliates have the option to withhold, for the purposes of set off, any amounts due to Rapid related to this Agreement from any funds that would otherwise be required to be remitted to Client under this Agreement. 20. Government Restricted Rights. The Disbursements Software and any related Intellectual Property are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227. 7202 and FAR Section 12.212(b), as applicable, and are commercial products, licensed on the open market at market prices, and were developed entirely at private expense and without the use of any government funds. Accordingly, if Client is an agency of the US Government or any contractor therefor, Client only receives those rights with respect to the Disbursements Software or any related Intellectual Property as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R .. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. Any use modification, reproduction, release, performance, display, or disclosure of the services by any government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein. Client shall not use the services to any other public sector, government, or end user where such use would affect Rapid's rights in the services or require any affirmative action to be taken by Rapid due to governmental mandates or flow down regulation. 21. Client Lists. Client agrees that Rapid may identify Client by name in client or client lists, marketing presentations, and promotional materials. 22. Unclaimed Property. Rapid will comply with applicable escheatment laws. RAPID Agreement page 9 of 13