Item 13 - Agreement for Jail Management System Maintenance

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-MiMs Either party's failure to exercise a right available to it by reason of the other party's breach shall be taken as an isolated instance and shall not be deemed to be a permanent waiver of such right. Notice All notices, requests and other communications permitted or required under this Agreement must be in writing, and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery upon such personal delivery; (ii) if by nationally recognized courier or mail service with real- time or near -real-time tracking, when the courier or mail service's tracking system indicates that the notice was delivered to the recipient's premises. All notices for both parties shall be sent to the addresses set forth in this Agreement. Force Majeure Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrections, fires, floods, storms, explosions, earthquakes, acts of God, war, governmental action, or any other similar cause, which is beyond the reasonable control of such party. If any force majeure event occurs, the party delayed or unable to perform shall give immediate notice to the other party. No Assignment This Agreement shall be binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement, or any of its rights and obligations, without the written consent of the other party, which is not to be unreasonably withheld. Any internal corporate reorganization by Licensee that does not involve any entity other than Licensee which results in a change of name or form of legal organization of Licensee ("Reorganization") shall not be considered an assignment hereunder, and Licensee may engage in such Reorganization without the consent of ATIMS and without affecting its rights and obligations under this Agreement. Licensee acknowledges and agrees that any reorganization of ATIMS that results in a change of name or ownership shall not be considered an assignment for purposes of this Agreement. In the event of the occurrence of such an event, the Licensee shall receive Services of a quality no less than Licensee received prior to the change of name or ownership. Entire Agreement This Agreement, and its appendices, set forth the entire understanding between the parties hereto and supersede all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. No other agreements, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be modified or amended except by the mutual written agreement of the parties. However, Appendix A may be changed to reflect additional product coverage as the Licensee may add to the Solution or implemented additional Solutions. Appendix A may change annually as ATIMS holidays and relevant dates may change every year. ATIMS Professional Services and Support 2025 1 Page 10 of 15 ATIMS reserves the right to change or delete any or all of the professional services described in this manual without further notice. ATIMS reserves the right to provide fixed -bid quotations for requested services.