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<br />CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11
<br />Page 23 of 41
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<br />consolidation, or reorganization involving Organization (regardless of whether Organization is a
<br />surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or
<br />performance under this Agreement for which Harris' prior written consent is required. No
<br />assignment, delegation, or transfer will relieve Organization of any of its obligations or
<br />performance under this Agreement. Any purported assignment, delegation, or transfer in
<br />violation of this Section 19 is void. This Agreement is binding upon and inures to the benefit of
<br />the parties hereto and their respective successors and permitted assigns.
<br />18.12 Severability. If any provision of this Agreement is determined by a court of competent
<br />jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be
<br />deemed modified to the extent necessary in order to render such provision valid and
<br />enforceable. If such provision may not be so saved, it shall be severed and the remainder of
<br />this Agreement shall remain in full force and effect.
<br />18.13 Allocation of Risk. Organization acknowledges and agrees that the Harris warranty disclaimer
<br />and limitation of liability contained in this Agreement are fundamental elements of the basis of
<br />the bargain between Harris and Organization and set forth an allocation of risk reflected in the
<br />fees and payments due hereunder.
<br />18.14 Relationship. The parties are and shall at all times remain independent contractors in the
<br />performance of this Agreement and nothing herein shall be deemed to create a joint venture,
<br />partnership or agency relationship between the parties. Neither party will have the power to
<br />bind the other party or to contract in the name of or create any liability against the other party in
<br />any way for any purpose. Neither party will be responsible for the acts or defaults of the other
<br />party or of those for whom the other party is law responsible.
<br />18.15 Equitable Relief. Organization acknowledges and agrees that it would be difficult to compute
<br />the monetary loss to Harris arising from a breach or threatened breach of this Agreement by
<br />Organization and that, accordingly, Harris will be entitled to specific performance, injunctive or
<br />other equitable relief in addition to or instead of monetary damages in the event of a breach or
<br />threatened breach of this Agreement by Organization.
<br />18.16 Export Regulation. The Cayenta Offerings utilize software and technology that may be subject
<br />to the export control laws of Canada and the United States, including, but not limited to the US
<br />Export Administration Act and its associated regulations. Organization shall not, directly or
<br />indirectly, export, re-export, or release the Cayenta Offerings or the underlying software or
<br />technology to, or make the Cayenta Offerings or the underlying software or technology
<br />accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by
<br />law, rule, or regulation. If Organization wishes to access the Cayenta Offerings from outside
<br />Canada, it must first obtain Harris’s written consent and thereafter comply with all applicable
<br />federal laws, regulations, and rules, and complete all required undertakings (including obtaining
<br />any necessary export license or other governmental approval), prior to exporting, re-exporting,
<br />releasing, or otherwise making the Cayenta Offerings or the underlying software or technology
<br />available outside the United States or Canada.
<br />18.17 Force Majeure. No default, delay or failure to perform on the part of Harris shall be considered
<br />a breach of this Agreement where such default, delay or failure is due to a force majeure or to
<br />circumstances beyond its control. Such circumstances will include, without limitation, strikes,
<br />riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war,
<br />terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of any governmental
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