Page 15 of 24
(b) Client agrees that this Agreement sets forth the entire agreement and understanding of the parties relating to.
the subject matter herein and merges all orior discussions between them and supersedes all proposals, oral and
written) and alf other communication between the parties relating to the subject matter of this Agreemeni. The
foregoing notwithstanding, the preprinted terms and conditions of any purchase order or ordering document issued
by the Client with this Agreement which are in addition to or inconsistent with the terms and conditions of this
Agreement shall not be binding on {DC and shall not be deerned to modify this Agreement.
(c) No: modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by the party to be charged.
(d} The failure by either party to enforce any rights hereunder will not be construed as a waiver of any rights of
such party,
(e) This Agreement. supersedes all rights and obligations between IDC. and ci lient as may have been derived.
through prior contracts between IDC and Client except as toa the Professional Service and Maintenance Support
Agreement.
(f) Should litigation arise concerning this Agreement, the prevailing party shall be entitled to its attorney fees and
court costs, in addition to any ofher relief i may be awarded.
(g) No waiver of any breach of any provision of this Agreement shall constitute @ waiver of any prior, concurrentor
subsequent breach of the same or any other provision: hereof and rio waiver shall be effective unless made in
writing and signed by an authorized représentati ive of both parties.
40.3 Assignment: The rights and liabilities of the parties hereto will bind and: inure to the benefit of their
successors, executors or administrators: provided however, that Client shall not assign or delegate this Agreement
or any of its licenses, rights or duties under this Agreement, whether by operation of law or otherwise in any
manner which is in violation of this Agreement and without the prior written consent of IDC. Any attempted
assignment in violation of the provisions of this Section 10.3 will be void.
40.4 No Third-Party Beneficiary: [DC and Client intend that only IDC and Client will benefit from, and are entitled
to enforce the provisions of, this Agreement and that no third-party beneficiary is intended under this Agreement.
10.5 Severability: In the event that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue ih full force and effect
without such provision.
10.6 Notices: Any required notices: hereunder will be given in wri iting, via certified mail, or next day express
delivery service at the address of each party set forth above; or to such other address as either party any
substitute by written notice to the other in the manner contemplated herein, and will be deerned: served when
delivered or, if delivery is not accomplished by reason of some fault of the addressee, when tendered.
10.7 Titled and Subtitles: The titles and subtitles used in this Agreement are used for convenience only and are
not to. be considered in construing or interpreting this Agreement.
10.3 Third-party proprietary software: Third party proprietary software (if any) as described above and/or a
identified in the Appéndices is provided for Ci lient use on @ sub-license basis on the same terms as set forth here
and in accordance with the third-party proprietary software Licenses.
