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| SOFTWARE AS A SERVICE AGREEMENT <br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 6 <br /> <br />20) Neither Party shall assign this Agreement (or assign any right or d elegate any obligation contained herein whether <br />such assignment is of service, of payment or otherwise) without the prior written consent of the other Party <br />hereto. Any such assignment without the prior written consent of the other Party hereto shall be void. <br /> <br />21) This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, <br />administrators, successors, and permitted assigns. <br /> <br />22) This Agreement shall not be modified in any manner except by an instrument, in writing, executed b y all parties to <br />this Agreement. <br /> <br />23) This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all <br />respects be governed by, and interpreted in accordance with, the substantive laws of the State of North Carolina <br />without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising <br />out of this Agreement shall vest exclusively in the state courts of general justice in Orange County, North Carolina. <br /> <br />24) If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this <br />Agreement, or the application of such term or provision to persons or circumstances other than those as to which <br />it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement <br />shall be valid and enforced to the fullest extent permitted by law. <br /> <br />25) Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint <br />venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times <br />have the status of an independent contractor. <br /> <br />26) If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, <br />the party shall not be deemed in default during the continuance of such inability. The term “force majeure” as <br />used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; <br />riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government <br />and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any <br />such cause to the extent within its reasonable control which prevents the party from carrying out its obligations <br />contained herein. <br /> <br />27) Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to be a <br />waiver of any other provision or condition of this Agreement , nor a waiver of a subsequent breach of the same <br />provision or condition. <br /> <br />28) This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an <br />original but all of which together shall constitute but one and the same instrument. This Agreement may also be <br />executed electronically. Delivery of an executed counterpart of this Agreement by either electronic means or by <br />facsimile shall be as effective as a manually executed counterpart. <br /> <br />29) This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous <br />writings, negotiations, and discussions with respect to the subject matter hereof. <br /> <br /> <br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22