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Execution Version SECTION 21. NOTICES Whenever under this Agreement, one party is required or permitted to give notice to the other, such notice shall be by hand, or by an overnight service such as Federal Express, or by U.S. mail, registered or certified, return receipt requested, postage prepaid, and addressed as follows: For Health Dialog: Health Dialog Services Corporation 6 Bedford Farms Drive 2nd Floor Bedford, NH 03110 Attention: Legal Department For Client: City of Santa Ana Daisy Perez Senior Management Assistant City Managers Office 20 Civic Center Plaza M-31 Santa Ana, CA 92701 (714)647-5219 Notice shall be deemed delivered only when received. SECTION 22. FORCE MAJEURE Neither Client nor Health Dialog shall be liable for its failure to perform any obligation under this Agreement due to any cause beyond its reasonable control including, but not limited to, strikes, riots, war, fire, acts of God, acts in compliance with any law or government regulation, mechanical breakdowns, shortages or delays in obtaining equipment, supplies or labor, and interruption of utility services, or for emergency inspection, maintenance, repair or replacement of equipment. If a Party's failure to perform continues for more than five (5) days, the other Party shall have the right to terminate this Agreement immediately. SECTION 23. HEADINGS The headings in this Agreement have been included solely for reference and are to have no force or effect in interpreting its provisions. SECTION 24. COUNTERPARTS This Agreement may be executed in counterparts, any of which need not contain the signature of more than one Party, but all of which taken together, shall be one and the same agreement. SECTION 26. SURVIVAL Neither the expiration nor termination of this Agreement shall affect the obligations of the Parties which accrue prior to termination. The rights and obligations of the parties pursuant to Sections 5, 7, 9, 10.1, 10.4, 11, 12, 15 and 19 shall survive the expiration or termination of this Agreement. SECTION 26. WAIVER Neither Party shall be deemed to have waived any provision of this Agreement unless such waiver is in writing and executed by a duly authorized officer of the waiving Party. No waiver by either Party of any provision hereof shall constitute waiver of such provision on any other occasion. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any partial exercise preclude the exercise of any other right, power, or privilege hereunder. © 2020 Health Dialog - Confidential Page 12 Services Agreement