10.7. Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent
of the law.
10.8. Entire Agreement. This Agreement constitutes the entire agreement and understanding between Customer and Provider with
respect to the subject matter hereof and supersedes all prior and contemporaneous verbal and written negotiations, agreements anu
understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative
of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation,
such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached
to Customer's purchase orders or invoices will be of no force or effect. The failure of either party to enforce any provision of this Agreement,
unless waived in writing by such party, will not constitute a waiver of that party's right to enforce that provision or any other provision of this
Agreement.
10.9. Notice. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent
by registered or certified mail (postage prepaid), by overnight courier or other nationally recognized carrier, or by facsimile (receipt confirmed),
in each case to Provider's address on the Service Order, Attn: Legal, and to Customer’s Business Contact on the Service Order, and will be
effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other party.
10.10. Counterparts. This Agreement may be executed in facsimile and in counterparts.
10.11. Export Compliance. The Service and other Provider technology, and derivatives thereof may be subject to export laws and
regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list.
Customer will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or
Syria) or in violation of any U.S. export law or regulation, and will not permit any U.S.-sanctioned persons or entities to act as Users.
10.12. U.S. Government End Users. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-
7014(a)(5) or otherwise, al! software and accompanying documentation provided in connection with this Agreement are “commercial items,”
“commercial computer software,” and or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR
section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S.
Government shall be governed solely by the terms of this Agreement. Customer will ensure that each capy used or possessed by or for the
government is labeled to reflect the foregoing.
10.13. Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or
an entity that acquires all or substantially all of its business or assets, whether through merger, reorganization or otherwise. Any assignment
in violation of the foregoing shall be void and of no effect.
10.14. Non-Appropriation. Customer may terminate this Agreement at the end of Customer's then-current fiscal year by providing a
minimum of thirty (30) days’ prior written notice, provided that: (1) funds for this Agreement are not appropriated by the Customer for the
Service or any similar or competing service; or (2) funds for this Agreement that are or were to be provided by grant or through an outside
funding source are withheld, denied, or are otherwise not available to the Customer. In the event of a termination under this paragraph,
Provider will retain all Fees paid to date, Customer will immediately pay to Provider all amounts due and payable through the date of
termination, and Provider agrees to waive all unpaid Subscription Fees that would become due after the termination date.
PROVIDER: ONSOLVE, LLC CUSTOMER: CITY OF NASHUA, NEW HAMPSHIRE
Signed: Signed:
Printed Name: Printed Name:
Title: Title:
Date: Date:
Executed for Exhibits B and C
ONSOLVE, LLC Page 5 of 6 Customer Initials
CONFIDENTIAL AND PROPRIETARY
December 2018 Form
