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<br />12.2 Force Majeure; Limitations. See GSA Schedule 70 contract and individual ordering document.
<br />12.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this
<br />Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or
<br />other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed
<br />deleted or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give
<br />effect to the intent of the Parties.
<br />12.4 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned (including an
<br />assignment by operation of law), or otherwise transferred, in whole or in part, by Client, and any such attempted assignment shall be
<br />void and of no effect without the advance written consent of Everbridge, which shall not be unreasonably withheld.
<br />12.5 Governing Law. This Agreement shall be governed and construed in accordance with the federal laws of the United
<br />States of America.
<br />12.6 Notices. Legal notices (e.g., claimed breach or termination) to be provided under this Agreement shall be delivered in
<br />writing (a) in person, (b) by nationally recognized overnight delivery service, or (c) by U.S. certified or first class mail to the other party
<br />as set forth on the signature page hereto. All legal notices shall be deemed to have been given upon receipt or, if under (c), three (3)
<br />business days after being deposited in the mail. Either party may change its address by giving notice of the new address to the other
<br />party pursuant to this Section and identifying the effective date of such change. Everbridge may provide all other notices to Client’s
<br />billing contact on the Client Registration Form or, with respect to availability, upgrades or maintenance of the Solutions, to the
<br />Everbridge Support Center.
<br />12.7 No Third-Party Beneficiaries. There are no third- party beneficiaries to this Agreement.
<br />12.8 Survival. Sections 2, 3.1, 6, 7, 9, 10 11, 12 and the applicable provisions of Exhibit A shall survive the expiration or earlier
<br />termination of this Agreement.
<br />12.9 Equal Employment Opportunity. Everbridge, Inc. is a government contractor and is subject to the requirements of
<br />Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity
<br />Clauses found at 41 Code of Federal Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and
<br />sections 60-741.5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this
<br />Agreement.
<br />12.10 Export Compliant. Neither Party shall export, directly or indirectly, any technical data acquired from the other pursuant to
<br />this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time
<br />of export requires an export license or other governmental approval without first obtaining such license or approval. Client shall not
<br />permit Users to send notifications to a Contact in a U.S. embargoed country or in violation of any U.S. export law or regulation.
<br />12.11 U.S. Government End-Users. The Solutions and related documentation are “commercial items” as defined at 48 C.F.R.
<br />2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in
<br />48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government Clients and end-
<br />users acquire licenses to the Solutions and related documentation with only those rights set forth herein.
<br />12.12 General. Any right, obligation or condition that, by its express terms or nature and context is intended to survive the
<br />termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This Agreement, and any other
<br />document referencing and governed by this Agreement may be executed in one or more counterparts, each of which shall be deemed
<br />an original, but which together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature,
<br />whether transmitted by fax machine, in the form of an electronically scanned image (e.g., in .pdf form), by email, or by other means of
<br />e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner.
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<br />Docusign Envelope ID: 47CAD128-F700-4D8C-A318-F091771EB7B3
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