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Confidential and Pro"prietary lnformation not otherwise required to be piovided to Client as a part of thls
<br />Agreement. Rapid shall make such books and records available to Client during normal business hours.
<br />Any such audlt shall be conducted at Rapid's principal place of business during Rapid's normal busindss
<br />hours and at Client's sole.expense.
<br />15. No Third.Party Beneficlaries. Nothing in this Agreement is intended to benefit, create any rights in, or
<br />otherwise vest any rights upon any third-party.
<br />16. Contra Proferentem. The doctrine of contra proferentem shall not apply to this Agreement. lf an
<br />ambiguity exists ln this Agreement, or in a specific provision, neither the Agreement nor the provision
<br />shall be construed against the party who drafted the Agreement or provision.
<br />17. Force Maieure. No party to this Agreement shall be liable for delay or failure in the performance of its
<br />contractual obligations arising from any one or more events that are beyond its reasonable control,
<br />including without limitation, acts of God, war, terrorism, criminal activity, supply,bhain delays, epidemics,
<br />and riot. Upon such delay or: failure affecting one party, that pafi shatl notify the other party and use all
<br />reasonable efforts to cure or alleviate the cause of such delay or failure with a view to resuming
<br />performance of its contractual obligations as soon as practicable. Notwithstanding the foregoing, ln every
<br />case the delay or failure to perform must be beyond the control and wlthout the fault or: negligence oi
<br />the party claiming excusable delay. Any performance times pursuant to or arising from this Agreement
<br />shall be considered extended for a period of time equivalent to the tirne lqst because of any delay that is
<br />excusable herein.
<br />18. Equitable Relief, Each partry covenants, represents, and warants that any violation of this Agreement by
<br />such party with respect to its respective obligations set fgrth in Section G shall cause lrrepafable injury to
<br />the other party and shall entitle the other party to extraordinary and equitable relief by a court of
<br />competent jurisdiction, including, without limitation, temporary restraining orders and preliminary and
<br />permanent ihjunctions, without the necesslty of posting bond or security.
<br />19. Other Remedies. Rapid or its Affiliates have the option to withhold, for the purposes sf set off, any
<br />amounts due to Rapid related to this Agreement from any funds that would otherwise be required to be
<br />remitted to Client underthis Agreement.
<br />20. Government Restricted Rights. The Disbursements Software and any related lntellectual property are
<br />deemed to be "commercial computer software" and "commercial computer software documentatlon,,'
<br />respectively, pursuant to DFAR Section 227.7202 and FAR Section ti,.ZtZ61, as applicable; and are
<br />commercial products, licensed on the open market at market prices, and were developetl entirely at
<br />private expense and without the use of any government funds. Accordingly, if .Client is an agency of the
<br />US Government or any contractor therefor, Client only receives those rlghts with respect to the
<br />Disbursements Software or any related lntellectual Property as are granted to all other end users under
<br />license, in accordance with (a) 48 C.F.R.5227J20t through 48 C.F.R. ,9227.72A4, with respect to the
<br />Department of Defense and their contractors, or (b) 48 C.F.R. 912.212, wlth respect to all other US
<br />Government licensees and their contractors. Any use modification, reproduction, release, perforlnance,
<br />display, or disclbsure of the services by any government shall be governed solely by the terms of this
<br />Agreement and shall be prohiblted except to the extent expressly.permitted herein. Client shall not use
<br />the services to any other publlc sector, government, or end user where such use would affect Rapid,s
<br />rights inthe services or require any affirmative action to betaken by Rapid duetogovernmental mandates
<br />or flow down regulation.
<br />21. Cllent [ists. Client aBrees that Rapid may identifo Cllent by narne ln cllent or client lists, marketing
<br />presentations, and promotional materlals.
<br />22, Unclaimed Property, Rapid will comply with applicable escheatment laws.
<br />RAPID Agreement page 9 of 13
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