Common use of AUTHORITY, ASSIGNMENT AND SUBCONTRACTS Clause in Contracts

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer project. The Customer is required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 Neither Customer nor Contractor may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor must obtain the written approval of Customer before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Order. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary. 11.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractor. Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor and the Customer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer Purchaser project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 16.2 Neither Customer nor Contractor party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the Purchase Order supplement and/or purchase order and this Master EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order supplement and/or purchase order and this Master EPL Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor 16.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order supplement and/or purchase order and this Master EPL Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Ordersupplement and/or purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement and/or purchase order and this Master EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 16.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with ContractorSeller. Contractor Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer Purchaser project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 16.2 Neither Customer nor Contractor party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the Purchase Order supplement and/or purchase order and this Master EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order supplement and/or purchase order and this Master EPL Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor 16.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order supplement and/or purchase order and this Master EPL Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Ordersupplement and/or purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement and/or purchase order and this Master EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 16.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractor. Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like.no 11.5 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer Purchaser project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 16.2 Neither Customer nor Contractor party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the Purchase Order supplement and/or purchase order and this Master EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns.not 11.3 Contractor 16.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order supplement and/or purchase order and this Master EPL Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Ordersupplement and/or purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement and/or purchase order and this Master EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 16.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with ContractorSeller. Contractor Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer Purchaser project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 16.2 Neither Customer nor Contractor party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the Purchase Order supplement and/or purchase order and this Master EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns.without 11.3 Contractor 16.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order supplement and/or purchase order and this Master EPL Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Ordersupplement and/or purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement and/or purchase order and this Master EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 16.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with ContractorSeller. Contractor Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 a. In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer this project. The Customer Purchaser is required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 b. Professional services do not require pre-approval from the State, which may be performed using subcontractors or software publisher resources. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. Professional Services include but are not limited to consulting, extended warranty service by manufacturers, or other services as described generally in this Agreement as more particular described in a Statement of Work or SOW performed by the Contractor or its subcontractor or sold by the Contractor as a distributor or sales agent or its subcontractors. c. Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement Participating Addendum or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement This Participating Addendum shall be binding upon the parties’ respective successors and assigns. 11.3 d. Contractor must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order and this Master AgreementParticipating Addendum. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Orderthis Participating Addendum. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement Participating Addendum and shall be subject to the terms and conditions of same this Participating Addendum and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 e. Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Contractor. The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 f. All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Knowledge Services represents all Vendors, contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer project. The Customer is required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors.is 11.2 Neither Customer nor Contractor Knowledge Services may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor Knowledge Services must obtain the written approval of Customer before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Order. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Custome r may deem necessary. 11.4 Contractor Knowledge Services represents and warrants that any subcontract agreement Contractor Knowledge Services enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that Contractor Knowledge Services is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with ContractorKnowledge Services. Contractor Knowledge Services and the Vendors shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s their failure to pay any and all amounts due by Contractor them to any subcontractor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Knowledge Services and the Customer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 15.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer the project. The Customer is only required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 15.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns.supplement/purchase order and/or this 11.3 15.3 Contractor must obtain the written approval of Customer before subcontracting any portion of the Purchase Order supplement/purchase order and this Master Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Ordersupplement/purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement/purchase order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary. 11.4 15.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Contractor. The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 15.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and the Customer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Licensor represents all contractors, third parties, and/or subcontractors Contractor Licensor has assembled for any given Customer this project. The Customer Licensee is only required to negotiate only with ContractorLicensor, as ContractorLicensor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master This Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor Licensor must obtain the written approval of Customer MDHS before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer MDHS of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer MDHS in addition to the total fixed price agreed upon in the Purchase Orderthis Agreement. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Customer MDHS may deem necessary. 11.4 Contractor Licensor represents and warrants that any subcontract agreement Contractor Licensor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerLicensee, and that the subcontractor acknowledges that no privity of contract exists between the Customer Licensee and the subcontractor and that Contractor the Licensor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractorthe Licensor. Contractor The Licensor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorLicensor’s failure to pay any and all amounts due by Contractor Licensor to any subcontractor, third party licensor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor the Licensor and the CustomerLicensee, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer this project. The Customer Purchaser is required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master This Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Order. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary.way 11.4 Contractor Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractorthe Seller. Contractor The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor the Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 15.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer the project. The Customer is only required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 15.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and supplement/purchase order and/or this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order supplement/purchase order and this Master Agreement shall be binding upon the parties’ ' respective successors and assigns. 11.3 15.3 Contractor must obtain the written approval of Customer before subcontracting any portion of the Purchase Order supplement/purchase order and this Master Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Order. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary.of 11.4 15.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Contractor. The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 15.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and the Customer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer project. The Customer is required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 Neither Customer nor Contractor may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor must obtain the written approval of Customer before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price agreed upon in the Purchase Order. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary. 11.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractor. Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor and the Customer, where such dispute affects the subcontract.or

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer this project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master This Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Orderthis Agreement. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractorthe Seller. Contractor The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor the Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor represents all contractors, third parties, and/or subcontractors Contractor has assembled for any given Customer project. The Customer is only required to negotiate only with Contractor, as Contractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 16.2 Neither Customer nor Contractor may assign or otherwise transfer the Purchase Order Form and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order Form and this Master Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 16.3 Contractor must obtain the written approval of Customer the State before subcontracting any portion of the Purchase Order Form and this Master Agreement. No such approval by Customer the State of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer in addition to the total fixed price price, if any, agreed upon in the Purchase OrderOrder Form. All subcontracts shall incorporate the terms of the applicable Purchase Order Form and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer may deem necessary. 11.4 16.4 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractor. Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Contractor’s failure to pay any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 11.5 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor and the Customer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 13.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Licensor represents all contractors, third parties, and/or subcontractors Contractor Licensor has assembled for any given Customer this project. The Customer Licensee is required to negotiate only with ContractorLicensor, as ContractorLicensor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 13.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master This Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor 13.3 Licensor must obtain the written approval of Customer Licensee before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer Licensee of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Licensee in addition to the total fixed price agreed upon in the Purchase Orderthis Agreement. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Customer Licensee may deem necessary. 11.4 Contractor 13.4 Licensor represents and warrants that any subcontract agreement Contractor Licensor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerLicensee, and that the subcontractor acknowledges that no privity of contract exists between the Customer Licensee and the subcontractor and that Contractor the Licensor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractorthe Licensor. Contractor The Licensor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorLicensor’s failure to pay any and all amounts due by Contractor Licensor to any subcontractor, third party licensor, materialman, laborer or the like. 11.5 13.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor the Licensor and the CustomerLicensee, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 17.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer this project. The Customer Purchaser is required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 17.2 Neither Customer nor Contractor party may assign or otherwise transfer the Purchase Order and this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order and this Master This Agreement shall be binding upon the parties’ respective successors and assigns. 11.3 Contractor 17.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order and this Master Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Orderthis Agreement. All subcontracts shall incorporate the terms of the applicable Purchase Order and this Master Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 17.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor subcontractor, and that Contractor the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Contractorthe Seller. Contractor The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs costs, and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer laborer, or the like. 11.5 17.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication adjudication, or settlement of any dispute between Contractor the Seller and the CustomerPurchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 11.1 13.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties Parties agree that Contractor Seller represents all contractors, third parties, and/or subcontractors Contractor Seller has assembled for any given Customer Purchaser project. The Customer Purchaser is only required to negotiate only with ContractorSeller, as ContractorSeller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 11.2 13.2 Neither Customer nor Contractor party to a supplement/purchase order and this Master Agreement may assign or otherwise transfer the Purchase Order and supplement/purchase order and/or this Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The Purchase Order supplement/purchase order and this Master Agreement shall be binding upon the parties’ respective successors and assigns.shall 11.3 Contractor 13.3 Seller must obtain the written approval of Customer Purchaser before subcontracting any portion of the Purchase Order supplement/purchase order and this Master Agreement. No such approval by Customer Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Customer Purchaser in addition to the total fixed price agreed upon in the Purchase Ordersupplement/purchase order. All subcontracts shall incorporate the terms of the applicable Purchase Order supplement/purchase order and this Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Customer Purchaser may deem necessary. 11.4 Contractor 13.4 Seller represents and warrants that any subcontract agreement Contractor Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the CustomerPurchaser, and that the subcontractor acknowledges that no privity of contract exists between the Customer Purchaser and the subcontractor and that Contractor Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with ContractorSeller. Contractor Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of ContractorSeller’s failure to pay any and all amounts due by Contractor Seller to any subcontractor, materialman, laborer or the like. 11.5 13.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Contractor Seller and the CustomerPurchaser, where such dispute affects the subcontract. 13.6 Contrary to Item #18 of Section IV of RFP No. 3736, copies of subcontracts to be executed between Seller and its subcontractors are not required to be included in Seller’s proposal. Notwithstanding the preceding, ITS reserves the right to request copies of any subcontract agreement for subcontractors who will be providing services pursuant to this Master Agreement.