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MILLER MENDEL. INC. by MMI. No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement. 12.10 Copies Shall Be Considered Originals. Any complete, legible signed copy of this Agreement shall be considered an original. 12.11 Signing Authority. Client represents and warrants the person executing this Agreement is a duly authorized officer or representative of the Client, and has full authority to execute this Agreement, including any amendment thereto, for and on behalf of Client. Client understands that it is fully responsible to ensure the authority of its signatory under to this Agreement and is responsible for any actual or consequential damages incurred by MMI in the event of a breach of this Section by Client. 12.12 Cooperative Agreement. The provisions of this Agreement will be extended to other city, county or state governmental entities within the state the Client is located, at then -current pricing. Governmental entities wishing to use this Agreement (hereinafter referred to as the "Cooperative Entity") will be responsible for obtaining a Quote specific to their entity, issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments in accordance with the Terns of this Agreement. To determine pricing for Cooperative Entities, MMI will use the then current pricing formula used for all Cooperative Entities within the state Client is located within. The Cooperative Entity wishing to use this Cooperative Agreement must execute with MMI a supplemental Agreement with at least one paragraph specifying they wish to use this Cooperative Agreement and agree to be bound by the terms of the Cooperative Agreement. The Agreement with the Cooperative Entity electing to use this Cooperative Agreement shall include language that MMI shall hold harmless and defend Client (as defined on the first paragraph of page 1 of this Agreement) from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Cooperative Agreement. Failure to include such language will be considered a material breach of this Agreement and grounds for immediate Agreement termination. Cooperative Entities are responsible for obtaining all certificates of insurance and bonds required. MMI is responsible for providing each Cooperative Entity a copy of this Agreement upon request by the cooperative entity. Client makes no guarantee of usage by other users of this Agreement. The extension of the terms of this Agreement to other entities pursuant to this clause shall be subject to MMI's discretion as to whether MMI has capacity and ability to do so, including but not limited to personnel, management, equipment, technical and/or financial limitations. 12.13 Immigration Law Compliance. Under the provisions of A.R.S. §41-4401, the Contractor warrants to the Client that the Contractor and all its subcontractors will comply with all federal immigration laws and regulations that relate to their employees and that the Contractor and all its subcontractors now comply with the E- Verify Program under A.R.S. §23-214(A). 13. Social intelligence Corporation Services Option -: : Section 13 terns are not applicable. 13.1 SIC Services. This Section 13 (Social Intelligence Corp. Services Option) describes optional services available to Client for additional cost. Client may subscribe to, and MMI agrees to provide, a service through the eSOPH System to deliver access to Social Intelligence Corp. ("SIC") internet and social media background screening and/or monitoring of Applicants to produce monitoring reports, screening reports, and social intelligence monitoring (collectively, "SIC Reports") and other services as may be available from SiC through the eSOPH System (the "SIC Services"). 13.2 Fees and Payment. Fees and payments for the SIC Services are governed by the terms and conditions set by SIC pursuant to the SIC Agreement, the terms of which are hereby incorporated by reference into this Agreement upon Client's execution of their signature below. 13.3 Protection of Applicant Data. Any information, materials, data or other content made available to MMI, including any SIC Reports, transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the SIC Services is Applicant Data. Client agrees that Client shall be solely responsible for MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT ("MSSSA") PAGE 18 OF 24 Version: Mav 30, 2023