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a✓o"\Ive- software communication (confirmed on the same or following day by prepaid mail). All correspondence shall be addressed to the parties as follows: If to Avolve: If to Customer: Mr. Jay Mayne Jason Kwak CFO Building Official Avolve Software Corporation Santa -Ana, CA 20 Civic Center Plaza M-10 Scottsdale, AZ 5285254 E. Cactus Suite 420 Santa -Ana, CA 92701 Scot 10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer's state of domicile. Venue shall be in Orange County, California. 11. Entire Agreement. This Agreement, together with any SOWS, constitutes the entire agreement and understanding between the parties and supersedes any prior agreements, representation, or understandings, whether oral or written, relating to the services provided hereunder. 12. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof. 13. Assignment. These services and any other information or rights provided by Avolve, may not be sold, leased, assigned, sublicensed or otherwise transferred in whole or in part. Customer may not assign this Agreement or the benefits there from in whole or in part without the prior written consent of Avolve, which consent shall not be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option of Avolve. 14. Independent Contractor. Avolve is an independent contractor and not an employee of the Customer. Any personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve's exclusive direction and control. Avolve shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Avolve shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and worker's compensation insurance. 15. Amendment. This Agreement may only be modified by written amendment signed by authorized representatives of both parties. 16. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) this Agreement and (ii) the applicable Avolve Support SLA or SOW. Notwithstanding the foregoing, if any part of the Avolve Support SLA or SOW expressly states that it shall control over the Agreement, it shall so control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below. Avolve Software Corporation By: C � Santa Ana, CA By: Name: Jay S Mayne Name: Title: CFO Title: Date: 5/12/2020 Date: See signature page below #39664v202092017 Page 13 of 30