Cayenta Managed Services Agreement and Schedule A - Kittitas County_Final

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7 (e) Governing Law. This Agreement shall be governed by the laws of the province of Ontario. This Agreement excludes that body of law applicable to choice of law, the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods (UNCCISG and any legislation implementing such Convention), if otherwise applicable. Venue for a dispute shall be federal courts located in the province of Ontario. (f) Trial by Jury. Customer and Harris hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of Harris in connection therewith or contemplated thereby. (g) Severability. The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. (h) 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. (i) Counterparts. This Agreement may be executed in counterparts (whether by facsimile or PDF signature or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. (j) Relationship. The Parties are and shall at all times remain, independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither Party will have the power to bind the other Party or to contract in the name of or create any liability against the other Party in any way for any purpose. Neither Party will be responsible for the acts or defaults of the other Party or of those for whom the other Party is in law responsible. (k) Allocation of Risk. Customer acknowledges that the limited warranties, disclaimers, and limitations of liability contained in this Agreement are fundamental elements of the basis of bargain between Customer and Harris and set forth an allocation of risk reflected in the fees and payments due hereunder. (l) Force Majeure. No default, delay, or failure to perform on the part of Harris shall be considered a breach of this Agreement where such default, delay, or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, or default of a common carrier or other disasters or events. (m) Survival. The following sections and articles shall survive the termination or expiration of this Agreement: Sections 2(c), 3, 4, 5(b), 6-9 and any other provisions which are required to ensure that the Parties fully exercise their rights and obligations hereunder.