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23.Force Majeure. Except for obligations to make payment,neither Party shall be liable to the other for any failure to perform its
<br /> obligations due to any cause beyond its reasonable control.
<br /> 24.Entire Agreement. This Agreement,including the Basic and Extended Service Plan on the following pages: (a)represents the
<br /> entire agreement between the Parties concerning its subject matter; (b)supersedes all prior communications, agreements,
<br /> understandings, representations and warranties relating to the subject matter of this Agreement;and(c)may only be amended,
<br /> cancelled or rescinded by a writing signed by both Parties. No one is authorized to modify this Agreement or make any warranty
<br /> or representation or promise which is different than,or in addition to,the provisions,limited warranties,representations and
<br /> promises specified in this Agreement.Any terms or conditions of any purchase order or other document submitted by you in
<br /> connection with the Software or Documentation which are in addition to,different from or inconsistent with the terms and
<br /> conditions of this Agreement are not binding on PDC and are ineffective.
<br /> 25. Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict
<br /> construction shall apply against either Party. Whenever the context reasonably permits,the singular shall include the plural,the
<br /> plural shall include the singular,and the whole shall include any part thereof.
<br /> 26. Confidentiality.A party during the course of this Agreement may have access to or receive information regarding personnel,
<br /> materials,data,systems,proprietary information/products,software programs,trade secrets,concepts,know-how,and other
<br /> information which may not be accessible or generally known to the public. Any confidential or proprietary information/products
<br /> received by one party from the other patty must be kept confidential and shall not be used,published,divulged,and distributed by
<br /> the receiving party to any other person or entity without the prior written approval of the disclosing party.
<br /> 27.E-Verify.-Pursuant to the tetras of North Carolina General Statute 153A-449(b)no county may enter into a contract with a
<br /> contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the
<br /> North Carolina General Statutes. Where applicable,failure to maintain compliance with the requirements of Article 2 of Chapter
<br /> 64 of the General Statutes constitutes a breach of this Agreement. By executing this Agreement PDC affirms they are in
<br /> compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.
<br /> 28.Non Appropriations. PDC acknowledges that Client is a governmental entity,and the validity of this Agreement is based upon
<br /> the availability of public funding under the authority of its statutory mandate.In the event that public funds are unavailable and not
<br /> appropriated for the performance of Client's obligations under this Agreement,then this Agreement shall automatically expire
<br /> without penalty to Client immediately upon written notice to PDC of the unavailability and non-appropriation of public funds.
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<br /> PDC is responsible for providing maintenance, support, Updates and other services in accordance with this Basic Service Plan("BSP'). To
<br /> receive this maintenance,support, Updates and other services,you must be a Registered Licensee with service prepaid under either the Initial
<br /> License Fee or under the Extended Service Plan(`ESP,"see Section 1, below).Any maintenance,support, Updates or other services provided
<br /> by PDC shall also be subject to and governed by the Client License&Service Agreement(the `Agreement')including,without limitation, the
<br /> sections entitled "Disclaimer Of Other PDC Warranties," "Limitation On PDC Liability," "Allocation Of Risk"and "Disputes." To assure
<br /> entitlement to PDC's maintenance, support and other services, and to receive notice of Updates (see Section 2, below),you must, within 30
<br /> days of receipt of the Software accompanying this License,complete,sign,and return to PDC, the accompanying Client Registration Form.
<br /> 1.Basic Service Plan/Extended Service Plan.
<br /> a. BSP: Basic Product Service and Client Support("S&S")are available via telephone from PDC for up to 2-hours per Licensed Station
<br /> during the first 30-days after the Software under this License is delivered to you(provided that you have accepted this Agreement and
<br /> registered,using the Form at the end of this Agreement).This S&S is included in your Initial License Fee,and this BSP may be extended to
<br /> an Extended Service Plan,or ESP,as specified in the section of the Agreement titled"Basic Service Plan."
<br /> b. ESP: Extended S&S provides all Updates that PDC issues for the Software during periods covered by ESP,together with reasonable
<br /> telephone S&S(1-hour per Licensed Station per year). It also includes written notification about significant development of and changes
<br /> being made to the Software.The ESP period is for one year,and is renewed annually upon receipt of the extended maintenance fee.
<br /> c. With the exception of specified S&S that has been prepaid and not refunded,PDC may modify and replace this Service Plan from time to
<br /> time.Client's receipt of a modified replacement BSP constitutes notification of such replacement,and 30-days thereafter,any prior BSP is
<br /> superseded.The modified replacement BSP/ESP then becomes the current BSP/ESP and is part of the Agreement.
<br /> d. S&S hours in excess of those provided as part of the BSP or ESP during any covered period shall be available at PDC's then-current fees for
<br /> same.
<br /> e. PDC reserves the right to not extend the BSP for licensed users who are not current in their obligations to PDC,and/or after a New Version
<br /> of the PDS has been released to replace a prior Version(see Section of this BSP titled"Updates&New Versions").
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<br /> ©2013 Priority Dispatch Corp.,SLC,UT,USA. All Rights Reserved.
<br /> U.S.Patents:2481681;5857966;5989187;6004266,6010451;6053864;6076065;6078894,6106459;6607481;7106835,7418301;7436937;7645234,8066638;8103523;8294570,8335298;8355483;
<br /> 8396191;8417533;8488748;8494868(other patents penthng)
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