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<br /> <br />Page 15 of 16 <br />SOW COMPLETION CRITERIA <br />XenTegra shall have fulfilled its obligations when any one of the following first occurs: <br /> <br />ƒ XenTegra accomplishes the activities described within this SOW, including delivery to OG of the materials <br />listed in this SOW, as determined by XenTegra in its reasonable discretion and so notifies OG in writing. <br />Orange County Government has five (5) working days from the completion accept the SOW as being <br />complete. In order to refuse acceptance of the SOW as being complete, Orange County Government <br />must provide XenTegra with reasonable details that show that Services do not conform to those defined <br />in the SOW. <br /> <br />ƒ OG cancels services or deliverables not yet provided with 10 business days’ advance written notice to <br />XenTegra and pay those fees due to XenTegra up to the date of the termination. <br /> <br />WARRANTY & LIMITATIONS <br />EXCEPT AS PROVIDED HEREIN, XENTEGRA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED. XENTEGRA <br />EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY <br />PARTICULAR USE OR PURPOSE AND EXPRESSLY DISCLAIMS ANY WARRANTY AS TO PERFORMANCE OF ANY <br />SERVICES OR ANY GOODS SOLD. XENTEGRA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR <br />INDIRECT DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE SERVICES PROVIDED <br />OR GOODS SOLD BY XENTEGRA. IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF <br />XENTEGRA FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT <br />(INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE FEES PAID BY THE CLIENT TO XENTEGRA IN <br />THE 12 CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. <br />MISCELLANEOUS <br />The Client warrant that the information provided to XenTegra is accurate and complete. XenTegra may <br />discontinue, suspend or modify its services, any feature included in its services, or the availability of its services at <br />any time and without notice to the Client. Except as expressly set forth herein, this Statement of Work does not <br />grant the Client any intellectual property rights in XenTegra’s services or property or XenTegra’s trademarks and <br />brand features or in the material and images contained on XenTegra’s websites. This writing constitutes the full, <br />complete and final statement of XenTegra’s obligations. All prior oral and written correspondence regarding the <br />services or goods offered by XenTegra are merged in this writing and extinguished by it. XenTegra’s failure at any <br />time to enforce any of the terms and conditions stated herein shall not constitute a waiver of any of the provisions <br />herein. XenTegra's headquarters is in North Carolina, and consequently, this Statement of Work shall be governed <br />by and construed in accordance with the laws of the State of North Carolina. The Client shall not assign this <br />Statement of Work. Further, if any portion of this Statement of Work shall be invalid it shall not have the effect of <br />invalidating any other portion of this Statement of Work. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR <br />RELATING TO THIS STATEMENT OF WORK, OR A BREACH HEREOF, SHALL BE SETTLED BY ARBITRATION ACCORDING <br />TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO BE HEARD BY ONE <br />ARBITRATOR IN MECKLENBURG COUNTY, NORTH CAROLINA. Judgment upon the arbitrator's award may be <br />entered in any court having jurisdiction thereof. <br />DocuSign Envelope ID: D75DC1A2-5BE1-4C99-A19E-1D924AA1CD85