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defined in this Agreement. This customary commercial license is provided in accordance with FAR <br />12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, <br />DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in <br />Commercial Computer Software or Computer Software Documentation). If a government agency <br />has a need for rights not conveyed under these terms, it must negotiate with MERIDIAN to <br />determine if there are acceptable terms for transferring such rights, and a mutually acceptable <br />written addendum specifically conveying such rights must be included in any applicable <br />agreement. <br />b. Each party shall comply with the export laws and regulations of the United States and other <br />applicable jurisdictions in providing and using the Service and the Software. Without limiting the <br />foregoing: (a) each party represents that it is not named on any U.S. government list of persons <br />or entities prohibited from receiving exports; and (b) each Party shall not permit any User to access <br />or use the Service and the Software in violation of any U.S. export embargo, prohibition or <br />restriction. <br />15. Assignment <br />CLIENT may not assign or otherwise transfer this Agreement or Its rights and obligations <br />hereunder without the prior written consent of MERIDIAN, which consent will not be unreasonably <br />withheld. Any transaction or series of transactions in which (i) more than fifty percent (50%) of the <br />outstanding voting stock or membership interests of CLIENT are transferred to a third party, or <br />(it) all or substantially all of CLIENT's assets are sold to a third party, will be deemed an assignment <br />of this Agreement. Any purported assignment or other transfer without the consent of MERIDIAN <br />(a) will be void and of no force or effect, and (b) will constitute a material breach of this Agreement. <br />16. Force Majeure <br />Except for a party's payment obligations hereunder, neither party will be deemed in default of this <br />Agreement to the extent that performance of its obligations, or attempts to cure any breach thereof, <br />are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorist <br />attack, act of government, network or telecommunication system failure, sabotage or <br />any other cause beyond the control of such party ("Force Majeure"), provided that such party <br />promptly gives the other party notice thereof. In the event of such Force Majeure, the time for <br />performance or cure will be extended for a period equal to the duration of the Force Majeure but <br />not in excess of six (6) months. <br />17. Severability <br />If a court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid <br />or otherwise unenforceable for any reason, such provision will be deemed stricken to the extent <br />