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MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL
<br />to Client a new certificate, each year, if requested by Client.
<br />10.2. Client represents it is self-insured or has appropriate insurance to fulfill and maintain its obligations and
<br />duties under this Agreement.
<br />11. NOTICES. All notices and requests in connection with this Agreement will be deemed given as of the
<br />day they are received either by messenger, delivery service, or in the United States of America mails, postage
<br />prepaid, certified or registered, return receipt requested, and addressed to MMI or Client at the address in the
<br />preamble of this Agreement or as otherwise specified in Exhibit A.
<br />12. GENERAL TERMS AND CONDITIONS.
<br />12.1. Assignment. Neither Party may assign this Agreement without the prior written consent of the
<br />other Party, which such consent may not be unreasonably withheld. Subject to this Section, this Agreement will
<br />inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective
<br />parties.
<br />12.2. Compliance With Laws. Each Party will, at its expense, obtain all permits and licenses, pay all
<br />fees, and comply with all federal, state and local laws, ordinances, rules, regulations, codes and orders applicable
<br />to its performance under this Agreement, or to Client or MMI, respectively, as an employer.
<br />12.3. Construction. If for any reason a court of competent jurisdiction finds any provision of this
<br />Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement will be enforced to the
<br />maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will
<br />continue in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a
<br />waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver
<br />will be effective unless made in writing and signed by an authorized representative of the waiving party. This
<br />Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in
<br />accordance with its terms and without any strict construction in favor of or against either party.
<br />12.4. Governing Law. This Agreement will be governed by, and construed in accordance with the laws
<br />of the state Client is located in, as applied to contracts performed therein but without reference to its choice of law
<br />rules, or the federal laws as applied to contracts performed with the United States government. This Agreement
<br />will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the
<br />application of which is expressly disclaimed.
<br />12.5. Headings. The headings and sections in this Agreement and any exhibit, are for convenience and
<br />will not be construed to define or limit any of the terms or affect the meaning or interpretation of this Agreement
<br />and any exhibit.
<br />12.6. Independent Contractor. MMI and Client are independent contractors under this Agreement, and
<br />nothing in this Agreement may be construed to create apartnership, joint venture, franchise or agency or fiduciary
<br />relationship between them. Neither Party has any authority to enter into agreements or make any representations
<br />of any kind on behalf of the other Party.
<br />12.7. Nonexclusive Agreement. It is expressly understood and agreed that this Agreement does not grant
<br />to Client any exclusive privileges or rights, and MMI may contract with other clients and customers.
<br />12.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will
<br />be deemed an original, but all of which together will constitute one and the same instrument. The parties agree
<br />that any facsimile copy, including those exchanged electronically as a .pdf, of a signed counterpart of this
<br />Agreement will be treated the same as a signed original of this Agreement.
<br />12.9. Entire Agreement. This Agreement together with any exhibits attached hereto contains the entire
<br />understanding of the Parties with respect to the transactions and matters contemplated herein, supersedes all prior
<br />and contemporaneous agreements or negotiations between Client and MMI concerning the subject matter hereof,
<br />and cannot be amended except by a writing dated subsequent to this Agreement and signed by both Patties. To
<br />MASTER SOETwARE LICENSE & SERVICES AGREEMENT PAGE 9 OF 17
<br />Version: August 27, 2015 — Santa Ana PD Only
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