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<br /> 4. Taxes. The fees in the Investment Summary do not include any taxes, including,without limitation,
<br /> sales, use, or excise tax. If you are a tax-exempt entity,you agree to provide us with a tax-exempt
<br /> certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will
<br /> reimburse us for such taxes. If you have a valid direct-pay permit,you agree to provide us with a
<br /> copy. For clarity, we are responsible for paying our income taxes, both federal and state, as
<br /> applicable, arising from our performance of this Agreement.
<br /> 5. Nondiscrimination. We will not discriminate against any person employed or applying for
<br /> employment concerning the performance of our responsibilities under this Agreement. This
<br /> discrimination prohibition will apply to all matters of initial employment,tenure, and terms of
<br /> employment, or otherwise with respect to any matter directly or indirectly relating to employment
<br /> concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that
<br /> is unrelated to the individual's ability to perform the duties of a particular job or position, height,
<br /> weight, marital status, or political affiliation. We will post,where appropriate, all notices related to
<br /> nondiscrimination as may be required by applicable law.
<br /> 6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
<br /> Citizenship and Immigration Services Verification Division for all of our employees assigned to your
<br /> project.
<br /> 7. Subcontractors. We will not subcontract any services under this Agreement without your prior
<br /> written consent, not to be unreasonably withheld.
<br /> 8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of,
<br /> either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement
<br /> without the prior written consent of the other party; provided, however,your consent is not
<br /> required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or
<br /> purchase of substantially all of our assets.
<br /> 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in
<br /> performing its obligations under this Agreement to the extent that the delay is caused by Force
<br /> Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the
<br /> party whose performance is delayed provides the other party with written notice explaining the
<br /> cause and extent thereof, as well as a request for a reasonable time extension equal to the
<br /> estimated duration of the Force Majeure event.
<br /> 10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you
<br /> and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have
<br /> the right to make any claim or assert any right under this Agreement. This provision does not affect
<br /> the rights of third parties under any Third Party Terms.
<br /> 11. Entire Agreement;Amendment. This Agreement represents the entire agreement between you and
<br /> us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,
<br /> and representations,whether written, oral, expressed, implied, or statutory. Purchase orders
<br /> submitted by you, if any, are for your internal administrative purposes only, and the terms and
<br /> conditions contained in those purchase orders will have no force or effect. This Agreement may
<br /> only be modified by a written amendment signed by an authorized representative of each party.
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