. GOVERNING LAW AND VENUE
This Agreement shall be interpreted and enforced in accordance with the laws of the state of New
Hampshire, excluding any choice of Law or conflicts of law rules that would result in the application
of the laws of a different jurisdiction, and any litigation related to this Agreement shall be brought
in a state court located in the State of New Hampshire.
. SEVERABILITY
If any provision of this Agreement is determined to be void, unlawful, or otherwise unenforceable,
that provision shall be severed from the remainder of this Agreement, and replaced automatically
by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as
possible, or otherwise modified in such fashion as to preserve, to the maximum extent possible,
the original intent of the Parties, and this Agreement, as so modified, shall continue to be in full
force and effect.
. AMENDMENT
No modification, amendment, or other change to this Agreement shall be effective unless agreed
to in a writing signed by each of the Parties.
Any proposed modification to the Scope of Work, including schedule, shall be submitted in writing
to the CITY with an explanation for the need to amend the Agreement and proposed adjustment.
. NO WAIVER
Failure or forbearance by any Party to exercise any of its rights or remedies under this Agreement
shall not constitute a waiver of such rights or remedies in that or any other instance. No Party shall
be deemed to have waived any right or remedy resulting from such failure to perform unless it has
made such waiver specifically in writing.
. TERMINATION
This Agreement can be terminated, in its sole discretion, by the CITY at any time, and
CONTRACTOR will be paid for all work performed up to the termination date. The CITY shall have
the benefit of all work performed to the date of termination, and is entitled to all work, reports,
drafts, notes, recommendations, etc. performed or prepared by CONTRACTOR up to the
termination date. For termination by default please refer to the FTA clauses located within Exhibit
A.
. ENTIRE AGREEMENT
This Agreement and any amendments to this Agreement contain the complete agreement
between the Parties with respect to the subject matter of this Agreement and supersede all other
agreements and understandings, whether written or oral, with respect to the matters contained in
this Agreement, including any letters of intent, term sheets or similar proposals exchanged by the
Parties.
