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,Clariti A-2021-091 12,9. Enurement and Assignment: The provisions of this Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Customer may not assign this Agreement without CLARITI's prior written consent, which consent may be withheld in CLARITI's discretion. CLARITI may assign or license all or any portion of its rights and interests under the Agreement as it sees fit in its discretion. Users are not parties to or beneficiaries of this Agreement. 12,10. Governing Law: This Agreement and all related matters will be governed by, and construed in accordance with, the laws of California and applicable federal laws of the United States, excluding the United Nations Convention On Contracts For The International Sale Of Goods and any rules of private international law or the conflict of laws that would lead to the application or any other laws. 12.11. Dispute Resolution: All disputes, controversies and claims arising under, out of, in connection with, or in relation to this Agreement, the Services, or any related matters or any legal relationship associated therewith or derived therefrom (collectively "Disputes") will be referred to and finally resolved by binding arbitration under California law. The arbitration will be private and confidential and will be administered in accordance with California rules. The place of arbitration will be California, and the language to be used in the arbitration will be the English language. Any awards rendered in any such arbitration are final and binding and judgment thereon may be entered in any court having jurisdiction for its enforcement. 12.12. Complete Agreement: This Agreement sets forth the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes and replaces all previous and contemporaneous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement. Customer's issuance, and CLARITI's acceptance of, a purchase order or other similar document are for administrative convenience only and any terms and conditions contained in a purchase order or other document will be no force or effect and will not in any way amend or supplement this Agreement. This Agreement may be modified only by a written instrument signed by the Parties or their successors or permitted assigns. IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have duly executed this Agreement. Customer: Name of Customer By Customer's Address Authorized Signatory Mailing Address: Fax Clariti Cloud Inc. In By Authorized Signatory Email fur Nooce operalions@claritisohware.com Approved as to form: Rye O. Illodge Assi ant CityAttorney Jack Ciulla Chi f Technology Innovations Officer Copyright 2020 Ctanti Cloud Inc. All rights reserved. email Date 05/14/2021 Dale ualsy t;omez Clerk of the Council City of Santa Ana Kristine'Ridge City Manager