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lariti A-2021-091 12.9. Enurement and Assignment: The provisions of this Agreement arbitration will be private and confidential and will be administered In will enure to the benefit of and he binding upon the Parties and (heir accordance with California rules. The place of arbitration will be California, respective successors and permitted assigns. Customer may not assign this and the language to be used in the arbitration wit be the English language. Agreement without CLARITI's prior written consent,which consent may be Any awards rendered in any such arbitration are finni and binding and withheld In CLARITI's discretion, CLARITI may assign or license all or any judgment thereon may be entered In any court having jurisdiction for its portion of Its rights and interests under the Agreement as It sees fit in Its enforcement. discretion. Users are not parties to or beneficiaries of this Agreement. 12.12. Complete Agreement: This Agreement sets forth the entire 12,10, Governing Law: This Agreement and all related matters will be agreement of the Parties with respect to the subject matter of this Agreement governed by,and construed in accordance with,the laws of California and and supersedes and replaces all previous and contemporaneous applicable federal laws of the United States,excluding the United Nations communications,representations,negotiations,discussions,agreements or Convention On Contracts For The International Sale Of Goods and any rules understandings,whether oral or written,between them with respect to the of private International law or the conflict of laws that would lead to the subject matter of this Agreement. Customer's issuance, and CLARITI's application of arty other laws. acceptance of, a purchase order or other similar document are for 12.11. Dispute Resolution: All disputes, controversies and claims administrative convenience only and any terms and conditions contained in arising under,out of,in connection with,or in relation to Ibis Agreement,the a purchase order or other document will be no force or effect and will not In Services, or any related matters or any legal relationship associated any way amend or supplement this Agreement. This Agreement may be therewith or derived therefrom (collectively"Disputes")will be referred to modified only by a written Instrument signed by the Parties or their and finally resolved by binding arbitration under California law. The successors or permitted assigns, IN WITNESS WHEREOF,the Parties,by their duly authorized representatives,have duly executed this Agreement. Customer: Name of Customer By Authorized Signatory Date Customer's Address Mailing Address; Fax email Claritl Cloud Inc. �,a. (/ e° Pr 05/14/2021 By Authorized Signatory Date Enmil In, Nmae operations@claritisoftware.com Approved as to form: tfrtetr Attest: • 6� ` 4- Rya 0. dge Dais Gomez Ass( 4ant ity Attorney t� Clerk of the Council City of Santa Ana Jack Ciulla — Chi f Technology Innovations Kristine ter Officer City Manager Copyright 2020 Claritl Cloud Inc.All rights reserved. 6