2023-291-E-Sheriff Office-Essential Personnel-Performance development and safety wellness software

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6 Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally or sent via electronic mail on the party to whom notice is to be given, or on the third (3rd) day after mailing if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, first class postage prepaid, or other nationally-recognized express courier service and properly addressed to the postal address or electronic mail address set forth in the signature blocks of this agreement. 10.2 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 10.3 Entire Agreement; Modification. This Agreement and attached schedules or exhibits (the “Customer Documents”) contain the entire agreement between the parties with respect to the subject matter hereof; all representations, promises, proposals and prior or contemporaneous understandings between the parties with respect to this subject matter hereof are merged into and expressed in the Customer Documents; and any and all prior or contemporaneous agreements between the parties with respect to the subject matter hereof are hereby canceled. Except as otherwise provided herein, this Agreement may not be changed or modified, except by agreement in writing, signed by all of the parties hereto. 10.4 Headings. Section headings in this Agreement are for convenience of reference only and shall not govern the interpretation of any provision hereof. 10.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall be deemed but one and the same instrument. 10.6 Incorporation by Reference. All Schedules and Recitals hereto are incorporated herein by this reference. To the extent that the terms of this Agreement contradict any of the terms of any attachment incorporated by reference, the terms of this Agreement shall govern, unless specifically set forth to the contrary in any such attachment. 10.7 Assignment. This Agreement may not be assigned, sublicensed or transferred in any way by Customer without EP's prior written consent. 10.8 No Joint Venture. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, agency, representative or employment relationship between the parties. 10.9 Force Majeure. If the performance of this Agreement, or any obligation hereunder (except the making of payments) is prevented. restricted, or interfered with by fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes, inability to procure or obtain delivery of parts, supplies, power, telecommunication services, or other services from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder as quickly as reasonably possible when such causes are removed. 10.10 Non-Waiver. Neither the waiver of any breach nor the failure to enforce any term or condition of this Agreement shall operate as a waiver or release of any such term or condition, nor constitute nor be deemed a waiver or release of any other rights, in law or at equity, or claims which either party may have against the other party for any matter arising out of, or connected with, or based upon this Agreement. No waiver DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4