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DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 <br /> If either party or its respective directors, officers, employees, consultants or agents is requested or required by <br /> legal process to disclose any of the Confidential Information of the other party, the party required to make such <br /> disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. If <br /> such a protective order is not obtained, the party required to make such disclosure shall disclose only that portion of <br /> that Confidential Information that such party's counsel advises is legally required to be disclosed. <br /> 11. Limit on Statute of Limitations <br /> Notwithstanding any other provision of this Agreement or of applicable law, neither party shall be permitted to <br /> bring a cause of action for breach, or otherwise arising out of this Agreement more than two years after the party <br /> seeking to bring the action discovered or should have discovered the facts forming the basis for the cause of action. <br /> 12. Miscellaneous <br /> 12.1 Entire Agreement <br /> This Agreement and attached Exhibits constitute the entire agreement between Client and Simpleview with <br /> respect to the subject matter hereof and there are no representations, understandings or agreements which are not <br /> fully expressed in this Agreement. No amendment, change, waiver, or discharge hereof shall be valid unless in writing <br /> and signed by the party against which such amendment, change, waiver, or discharge is sought to be enforced. <br /> 12.2 Governing Law <br /> This Agreement shall be construed in accordance with the laws of the State of Arizona. <br /> 12.3 Independent Contractors <br /> The Parties agree that Simpleview and its personnel, in performance of this Agreement, are acting as independent <br /> contractors and that this Agreement shall not create any agency between the Parties. <br /> 12.4 Arbitration <br /> Any claim, controversy or dispute among the parties to this Agreement will be resolved by binding arbitration, <br /> following the Rules and Procedures of the American Arbitration Association, by a mutually acceptable arbitration <br /> organization in Tucson, AZ. The arbitrator's award will be final and binding and may be entered in any court having <br /> jurisdiction thereof. The prevailing party shall be awarded all its costs, including but not limited to any filing fees, the <br /> fees of the arbitrator, reasonable attorneys' fees, travel expenses, and/or any other costs incurred relating to the dispute. <br /> 12.5 Force Majeure <br /> Neither party shall be liable for delays or failure in performance thereunder caused by acts of God, war, strike, riot, <br /> labor dispute, work stoppage, fire, judicial or governmental action, or any other cause, whether similar or dissimilar, <br /> beyond reasonable control of that party. <br /> 12.6 Waiver <br /> The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a <br /> waiver of any further right hereunder. <br /> 12.7 Severability <br /> If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to <br /> that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. <br /> 12.8 Survival <br /> All provisions of this Agreement relating to warranties, confidentiality, non-disclosure, proprietary rights, limitation <br /> of liability, indemnification obligations and payment obligations shall survive the termination or expiration of this <br /> Agreement. <br />