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f. Order of Precedence Between Documents. In the event of any conflict between the terms and <br /> conditions of this Agreement and any subsequent agreement between the parties, which does <br /> not specifically amend this Agreement or Service Order of the Master Service Agreement, this <br /> Agreement shall take precedence. In the event of a conflict between this Master Service <br /> Agreement and the terms and conditions in any subsequent Service Order, the Master Service <br /> Agreement shall control unless Tutor.com expressly agrees in writing to the specific <br /> modification. This agreement may be amended only by a written instrument signed by both <br /> parties. <br /> g. Assignment. This Agreement may not be assigned by a Party hereto without the prior written <br /> consent of the other Party; provided that Tutor.com may assign its rights and obligations under <br /> this Agreement(without the prior written consent of Client)to any surviving Party in a merger <br /> or consolidation in which Tutor.com is a Party or to any Party that acquires all or substantially <br /> of Tutor.com's capital stock or assets. <br /> h. Counterparts. This Agreement may be executed in one or more counterparts, each of which <br /> will be deemed an original, but all of which together will constitute one and the same <br /> instrument; however, this Agreement will be of no force or effect until executed by both <br /> parties. <br /> i. Tutor.com acknowledges that Client is governmental entity, and the validity of this Agreement <br /> is based upon the availability of public funding under the authority of its statutory mandate. In <br /> the event that public funds are unavailable and not appropriated for the performance of <br /> Client's obligations under this Agreement, then this Agreement shall automatically expire <br /> without penalty to Client immediately upon written notice to Tutor.com of the unavailability <br /> and non-appropriation of public funds. It is expressly agreed that Client shall not activate this <br /> non-appropriation provision for its convience or to circumvent the requirements of this <br /> Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the <br /> event of a change in the Client's statutory authority, mandate and/or mandated functions, by <br /> state and/or federal legislative or regulatory action, which adversely affect Client's authority <br /> to continue its obligations under this Agreement, then this Agreement shall authomatically <br /> terminate without penalty to Client upon written notice to Tutor.com of such limiatation or <br /> change in Client's legal authority. <br /> j. Governing Law. This Agreement and the duties, respnsibilites, obligations and rights of <br /> respective parties hereunder shall be governed by the law of the State of North Carolina. <br /> k. Dispute Resolution. The Parties agree that jurisdiction and venue for any matter arising out of <br /> or pertaining to this Agreement shall be proper only in the state and federal courts located in <br /> Orange County and the Middle District of the State of North Carolina, United States of <br /> America, and the Parties hereby consent to such jurisdiction and venue. The Parties may agree <br /> to nonbinding mediation of any dispute prior to the bringing of such suit or action. <br /> 1. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, <br /> the remainder of this Agreement shall be valid and binding upon the Parties. <br /> IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set <br /> their hands and seal, all as of the day and year first above written. <br /> TvToR•coµ <br /> ORANGE COUNTY: PROVIDER: 1—da key,Inc. <br /> By: By: _ <br /> Fran Clifton, Manager Kevin J. Don s, SVP Operations&CFO <br /> Tutor.com Standard Master Service Agreement(MSA)—revised March 2011 Page 5 of 8 <br />