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DocuSign Envelope ID:68F4D2C0-E330-423E-BCO2-F830CC1A8435 <br /> 11.2 Binding Agreement. This Agreement will be binding upon and inure to the benefit of the <br /> parties hereto, their respective successors and assigns. Client may not assign its rights or <br /> obligations under this Agreement without the prior written consent of LESI. <br /> 11.3 No Waiver. The failure of a party to exercise any right or option given to it by, or to <br /> insist upon strict adherence to, the terms of this Agreement shall not constitute a waiver of any <br /> terms or conditions contained herein with respect to any such breach or any other or subsequent <br /> breach. <br /> 11.4 Solicitation. Client shall not solicit the employment of any LESI personnel who has been <br /> directly involved in the development, sale, installation, or support of onlinePHQ® during the <br /> term of this Agreement and for a period of two (2) years from the termination of this Agreement. <br /> 11.5 Notice. All notices hereunder shall be in writing and shall be deemed to have been duly <br /> given (i) when delivered personally, (ii) two (2) business days after delivery to a nationally <br /> recognized overnight delivery service, charges prepaid, (iii) three (3) days after being sent by <br /> registered or certified mail,postage prepaid, or (iv) when receipt is confirmed, if by facsimile or <br /> other telegraphic means, to the addresses below (such addresses may be altered by written notice <br /> given in accordance with this Section): <br /> If to LESI: If to Client: <br /> Law Enforcement Services,Inc. Orange County Emergency Services <br /> 3409-A West Wendover Avenue 510 Meadowlands Drive <br /> Greensboro,NC 27407 Hillsborough,NC 27278 <br /> Ellen Cuttler,President Jeryl Anderson, OCES Representative <br /> Facsimile: 336-299-0110 Facsimile: 919-732-8137 <br /> 11.6 Relationship of Parties. In providing the services hereunder, LESI is acting as and shall <br /> be considered to be an independent contractor of Client. Nothing in this Agreement shall be <br /> deemed or construed by any party, or any other person, as creating the relationship of <br /> partnership,joint employers, or joint venture between the parties hereto. <br /> 11.7 Entire Agreement; Amendments. This Agreement, and any attachments to this <br /> Agreement, comprise the entire agreement between the parties regarding the subject matter <br /> hereof and supersedes and merges all prior proposals, understandings and all other agreements, <br /> oral and written, between the parties relating to the subject matter hereof. No amendment, <br /> change, or modification of this Agreement shall be valid unless the same be in writing and <br /> signed by the parties hereto. <br /> 11.8 No Third-Party Beneficiaries. No Applicant or any third party is entitled to rely on any <br /> provision of this Agreement nor is this Agreement intended to confer upon any person other than <br /> the direct parties hereto and their successors and permitted assigns any rights or remedies <br /> hereunder. The parties to this Agreement assume no liability to any third party because of any <br /> reliance on any provision of this Agreement. <br /> 7 <br /> WCSR 33289183v5 <br /> WCSR 33289183v5 <br />