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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD <br /> assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. <br /> Any assignment or attempted assignment in violation of this Agreement shall be null and void. <br /> 10.7. No Third-Party Beneficiaries. Subject to Section 10.6, this Agreement is binding upon, <br /> and insures solely to the benefit of the Parties hereto and their respective permitted successors <br /> and assigns;there are no third-party beneficiaries to this Agreement. <br /> 10.8. Notice.Other than routine administrative communications,which may be exchanged by <br /> the Parties via email or other means,all notices,consents,and approvals hereunder shall be in <br /> writing and shall be deemed to-have been given upon: (a) personal delivery; (b) the day of <br /> receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, DHL, or other <br /> nationally recognized express carrier; (c) the third business day after sending by U.S. Postal <br /> Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with <br /> confirmed receipt from the receiving party. Either Party may provide the other with notice of a <br /> change in mailing or email address in which case the mailing or email address,as applicable,for <br /> that Party will be deemed to have been amended. The mailing and email addresses of the Parties <br /> are as follows: <br /> Granicus Customer <br /> ATTN: Contracts ATTN: <br /> Address: 408 St.Peter Street Address: <br /> Suite 600 <br /> Saint Paul,MN 55102 <br /> Phone: (651)757-4154 Phone: <br /> Email: contracts @granicus.com Email: <br /> 10.9. Force Majeure. Any delay in the performance by either Party hereto of its obligations <br /> hereunder shall be excused when such delay in performance is due to any cause or event of any <br /> nature whatsoever beyond the reasonable control of such Party, including,without limitation, <br /> any act of God;any fire,flood,or weather condition;any computer virus,worm,denial of service <br /> attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; <br /> provided, that written notice thereof must be given by such Party to the other Party within <br /> twenty(20)days after occurrence of such cause or event. <br /> 10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted <br /> under the laws of the State of Minnesota,without reference to the State's principles of conflicts <br /> of law.The Parties expressly consent and submit to the exclusive jurisdiction of the state and <br /> federal courts of Ramsey County,Minnesota. <br /> 10.11. Entire Agreement.This Agreement,together with Exhibit Asreferenced herein,sets forth <br /> the entire understanding of the Parties with respect to the subject matter of this Agreement, <br /> and supersedes any and all prior oral and written understandings,quotations,communications, <br /> and agreements.Granicus and Customer agree that any and all Exhibits are incorporated herein <br /> by this reference.In the event of possible conflict or inconsistency between such documents,the <br /> conflict or inconsistency shall be resolved by giving precedence in the following order: (1)the <br /> terms of this Agreement; (2) Orders; (3) all other Exhibits or other purchase documents; (4) <br /> Granicus response to Customer's request for RFI,RFP,RFQ;and(5)Customer's RFI, RFP,RFQ. <br /> 8 <br />