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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.
<br /> ••:;:•. tyler
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