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Page 13 of 15 CONFIDENTIAL <br />Notice will be deemed effective upon personal delivery, on the day after deposit for <br />overnight delivery, three days after deposit by registered or certified mail, upon <br />receipt if by email, when receipt is acknowledged by the receiving party. <br />If to Company: <br />TransLoc, Inc. <br />4505 Emperor Blvd, Ste 120 <br />Durham, NC 27703 <br />If to Customer: <br /> Orange County <br />Attn: Nishith Trivedi <br />PO Box 8181 <br />Hillsborough, NC 27278 <br />Email: <br />9.2. Compliance with Laws. Each party will comply with all applicable federal, state <br />and local laws, ordinances, rules and regulations relating to the performance and <br />use of the Service as set forth in this Agreement. <br />9.3. Ineligibility. Company will not knowingly contract with, purchase from, employ, <br />sub-contract with or carry on business in any form with any person or entity that is <br />officially listed as excluded, debarred, declared ineligible, suspended or otherwise <br />ineligible for participation in any Federal or State program. <br />9.4. Assignment. Neither party may assign or otherwise transfer any of the rights and <br />obligations arising out of this Agreement without the prior written consent of the <br />other party, except in connection with the sale or transfer of all or substantially all <br />of such party’s business, whether by merger, sale or otherwise. Notwithstanding <br />the foregoing, however, Customer’s consent shall not be required for assignments <br />of this Agreement in whole or in part that result from a merger or acquisition, <br />provided the contract is assigned to an affiliate of Company or an entity under <br />common control with Company or Company’s corporate parent. <br />9.5. Governing Law. This Agreement shall be construed in accordance with and <br />governed by the laws of the state where the Customer is physically located as stated <br />in this Agreement, without reference to any choice of law principles of such state, <br />and will not be construed in accordance with or governed by the United Nations <br />Convention for International Sales of Goods. <br />9.6. Arbitration. Any controversy or claim arising out of or relating to this Agreement, <br />with the exception of injunctive relief sought by either party, may be submitted to <br />arbitration before an arbitrator agreed upon by the parties, or, if the parties cannot <br />agree upon an arbitrator within thirty (30) days, to an arbitrator selected by the <br />American Arbitration Association. Arbitration shall occur in the capital of the state <br />specified in Section 9.5. The arbitration shall be conducted under the rules then <br />prevailing of the American Arbitration Association. The arbitrators may award <br />attorneys’ fees and costs as part of the award. The award of the arbitrators shall be <br />binding and may be entered as a judgment in any court of competent jurisdiction. <br />DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A