Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 22 of 41 and in the case of the Organization, to: Kittitas County 205 W 5th Avenue, Suite 105 Ellensburg, WA 98926 USA Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this section. 18.4 Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in the lawful money of the United States of America. 18.5 Use of Name. Organization agrees to the following promotional activities in relation to its use of the Cayenta Offerings: (i) Organization permits Harris to issue a mutually agreed upon press release announcing Organization’s use of the Cayenta Offerings; and (ii) Organization grants Harris the right to reasonably include Organization’s name and logo in published lists referencing Organizations of the Cayenta Offerings. Organization may unilaterally withdraw its consent to the above promotional activities at any time by providing written notice to Harris of said revocation. 18.6 Termination of Original Agreements. The Original Agreements are hereby terminated and are no longer of any force or effect. Accordingly, the software licenses granted under the Original Agreements in respect of certain Perpetual-Use Software are hereby terminated and replaced with the Perpetual Licenses granted pursuant to this Agreement. 18.7 Entire Agreement. This Agreement together with the attached Schedules and CS Orders constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations, understandings, arrangements, and communications between the parties, both written and oral, relating to the subject matter hereof. No terms and conditions in any Organization orders, or in any other documentation employed by or on behalf of Organization in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. This Agreement may only be modified by a written amendment signed by an authorized representative of each of the parties. 18.8 Paramountcy. In the case of a conflict between a general term or condition in the main body of this Agreement and a specific term or condition in a Schedule or CS Order, the general term or condition in the main body will prevail. 18.9 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 18.10 Disclosure. Organization authorizes Harris to disclose the fact that Organization is a customer of Harris and uses the Cayenta Offerings. 18.11 Assignment. Organization may not assign any of its rights or duties under this Agreement without the prior written consent of Harris, such consent not to be unreasonably withheld. For purposes of the preceding sentence, and without limiting its generality, any merger,