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Spatialest Master Software and Services Agreement 12 <br /> <br />10 GENERAL PROVISIONS <br /> <br />10.1 Entire Agreement and Controlling Documents <br />This Agreement, including all Exhibits hereto and all Sales Orders and SOWs, contains the entire <br />agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or <br />contemporaneous proposals, understandings, representations, warranties, covenants, and any other <br />communications (whether written or oral) between the Parties relating thereto and is binding upon the <br />Parties and their permitted successors and assigns. Only a written instrument that refers to this <br />Agreement or the applicable Sales Order or SOW and that are duly signed by the authorized <br />representatives of both Parties may amend this Agreement or such Sales Order or SOW. Any inconsistent <br />or conflicting terms and conditions contained in any purchase order issued by Customer shall be of no <br />force or effect, even if the order is accepted by Spatialest. This Agreement shall be construed and <br />interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption <br />or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof. <br />10.2 Assignment <br />This Agreement shall be binding upon and for the benefit of Spatialest, Customer and their permitted <br />successors and assigns. Either Party may assign this Agreement and all Sales Orders without consent of <br />the other Party to an Affiliate of such party or as part of a corporate reorganization, consolidation, merger, <br />or sale of substantially all of its assets or business to which this Agreement relates provided that it gives <br />the other Party prompt written notice of such assignment and the assignee is or otherwise agrees in <br />writing to be bound by the terms and conditions of this Agreement. Except as expressly stated in this <br />Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement <br />either in whole or in part without the prior written consent of the other Party, and any attempted <br />assignment or delegation without such consent will be void. Spatialest may use independent contractors <br />or subcontractors to assist in the delivery of Software and Services; provided, however, that Spatialest <br />shall remain liable for the actions or omissions of such independent contractors or subcontractors and for <br />the payment of their compensation. <br />10.3 Governing Law <br />This Agreement shall be governed by and construed in accordance with the laws of the State of North <br />Carolina, USA without regard to its conflict of law provisions. <br />10.4 Headings <br />The headings to the sections of this Agreement are for ease of reference only and shall not affect the <br />interpretation or construction of this Agreement. <br /> <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D