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1111/2018 <br />Master Services Agreement i Relies <br />writing by Client. Except as may be expressly set forth in the applicable Ordering <br />Documents, Client shall pay Company's fees for services performed to the date of <br />termination on a T&M basis together with any expenses reasonably incurred in <br />connection therewith. <br />10. GENERAL PROVISIONS <br />10.1 Suspension. Company will be entitled to suspend any or all Subscription Services and <br />Professional Services (i) immediately in the event Client is in breach of Section 2.3, <br />above, or (ii) upon thirty (30) days' written notice to Client in the event Client is <br />otherwise in breach of this Agreement. Company may impose an additional charge to <br />reinstate service following such suspension. <br />10.2 Force Majeure. Neither party shall incur any liability to the other party on account of <br />any loss, claim, damage, or liability to the extent resulting from any delay or failure to <br />perform any part of this Agreement (except for payment obligations) to the extent <br />caused, by events, occurrences, or causes beyond the control and without any <br />negligence on the part of the party seeking protection under this subsection. Such <br />events may include, but are not limited to acts of God, strikes, lockouts, riots, acts of war, <br />terrorism, earthquake, fire, or explosions. Dates by which performance obligations are <br />scheduled to be met will be extended for a period of time equal to the time lost due to <br />any delay so caused. <br />10.3 Subcontractors. Company may subcontract or delegate Subscription and/or <br />Professional Services to any third party without Client's prior written consent, provided <br />that Company shall remain responsible to Client for any services for which it <br />subcontracts or delegates. <br />10.4 Assignment. Company may assign this Agreement and any or all of its rights and <br />obligations herein without Client's approval. Client may not assign or transfer this <br />Agreement without Company's prior written consent. <br />10.5 Non -solicitation. During the term of this Agreement and for a period of one (1) year <br />following its termination, neither party will solicit for employment directly or through <br />other parties, without the other party's written permission, any individual employed by <br />the other party, provided however that the solicitation or hiring of individuals responding <br />to general public marketing and recruiting advertisements and events shall not be a <br />violation of this provision; only active, targeted solicitation is prohibited. <br />10.6 Compliance. Company reserves the right to utilize Client Data to verify compliance <br />with the terms of this Agreement. Company may monitor the usage, performance and <br />https://www.relias.corMegaYmsa-2017 25J-20 12118 <br />