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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form <br />Customer as an additional insured, primary and noncontributory, <br />to our Commercial General Liability policy. Company will <br />provide Customer with copies of certificates of insurance upon <br />Customer's written request. <br />10. MISCELLANEOUS <br />10.1 If any provision of this Agreement is found to be <br />unenforceable or invalid, that provision will be limited or <br />eliminated to the minimum extent necessary so that this <br />Agreement will otherwise remain in full force and effect and <br />enforceable. <br />10.2 This Agreement is not assignable, transferable or <br />sublicensable by Customer except with Company's prior written <br />consent. Company may transfer and assign any of its rights and <br />obligations under this Agreement without consent. <br />10.3 This Agreement is the complete and exclusive statement <br />of the mutual understanding of the parties and supersedes and <br />cancels all previous written and oral agreements, communications <br />and other understandings relating to the subject matter of this <br />Agreement, and that all waivers and modifications must be in a <br />writing signed by both parties, except as otherwise provided <br />herein. <br />10.4 No agency, partnership, joint venture, or employment is <br />created as a result of this Agreement and Customer does not have <br />any authority of any kind to bind Company in any respect <br />whatsoever. <br />10.5 All notices under this Agreement will be in writing and <br />will be deemed to have been duly given when received, if <br />personally delivered; when receipt is electronically confirmed, if <br />transmitted by facsimile or e-mail; the day after it is sent, if sent <br />for next day delivery by recognized overnight delivery service; <br />and upon receipt, if sent by certified or registered mail, return <br />receipt requested. <br />10.6 Company may use Customer's name and logo in a list of <br />customers section on its website. <br />10.7 This Agreement shall be governed and construed in all <br />respects in accordance with the laws of the State of California. <br />Venue in Orange County. <br />11. FEDERAL REQUIREMENTS <br />11.1 FEMA financial assistance, including Community <br />Development Block Grant Coronavirus (CDBG-CV) foods, will <br />be used to fiord all or a portion of this contract. <br />SUBRECIPIENT shall comply with all federal requirements <br />including, but not limited to, the following: <br />1. 2 C.F.R. Part 200 — Uniform Administrative <br />Requirements, Cost Principles, and Audit Requirements for <br />Federal Awards, which is expressly incorporated herein by <br />reference. <br />2. Federal Contract Provisions attached hereto as Exhibit E <br />and incorporated herein by reference. <br />Subcontracts, if any, shall contain a provision making them <br />subject to all of the provisions stipulated in the contract, <br />including but not limited to, 2 C.F.R. Part 200 and the Federal <br />Contract Provisions. <br />With respect to any conflict between such federal requirements <br />and the terns of this Agreement and/or the provisions of state <br />law and except as otherwise required under federal law or <br />regulation, the more stringent requirement shall control. <br />0 <br />