Common use of Miscellaneous Legal Provisions Clause in Contracts

Miscellaneous Legal Provisions. a. This Agreement is the result of negotiations by and between the Parties who have retained and had the ability to retain and consult with attorneys of their own choosing and the terms of this Agreement, including any ambiguity in this Agreement, shall be construed neutrally and not for or against any Party hereto. b. This Agreement shall be governed according to the laws of the State of Arizona. c. The Parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the Parties hereto waives any right to a trial by jury. In the event of litigation, the Parties hereby agree to submit to a trial before the Court. The Consultant further agrees that this provision shall be contained in all subcontracts related to the project, which is the subject of this Agreement. d. If there is any legal action or proceeding between CYMPO and the Consultant arising from or based upon this Agreement, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party costs and expenses, including reasonable attorneys’ fees incurred by such prevailing Party. The award of attorneys’ fee shall be made by the Court without a jury. e. This Agreement represents an entire and integrated Agreement between CYMPO and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. Except as required or allowed by this Agreement, this Agreement may be amended only by written instrument signed by both CYMPO and the Consultant. Written and signed amendments shall automatically become part of the Agreement, and shall supersede any inconsistent provision herein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. f. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties. g. None of the provisions of this Agreement shall be held to be waived or modified by reason of any act or reliance whatsoever. No waiver of any term of this Agreement or right hereunder shall be effective unless the waive is in a writing which is clear, unambiguous and executed by the Party sought to be charged. The failure to enforce a term or provision of this Agreement shall not be a waiver. One or more waivers by either Party of any term, condition or covenant shall not, unless clearly stated, be a continuing waiver of such term, condition, or covenant. The failure to enforce the breach of any covenant, term, or condition of this Agreement shall not be a waiver nor shall it be a waiver of the right to enforce the same in the future. h. This Agreement is binding upon and inuring to the benefit of the Parties, their successors, beneficiaries, and permitted assigns. i. Each ▇▇▇▇▇▇ hereto represents and warrants that the ▇▇▇▇▇▇ executing this Agreement on behalf of a Party has full power and authority to bind such Party to enter into this Agreement and the Parties represent and warrant are authorized by law to engage in all actions set forth herein. j. This Agreement is governed according to the laws of the State of Arizona but subject to federal statutes, rules and law when applicable. All cited statutes, public law, executive orders, and policies cited in this Agreement are incorporated by reference as a part of this Agreement. It is the Consultant’s responsibility to ensure that any Agreement between Consultant and its Subcontractors for use of funds hereunder shall incorporate all required provisions contained herein.

Miscellaneous Legal Provisions. a. This contains the entire agreement of the parties, and supersedes any and all previous agreements with respect to the subject matter hereof, whether oral or written. Nothing in this Agreement excludes either party’s liability for fraudulent misrepresentation. This Agreement is may not be assigned by either party without the result other party’s prior written consent, such consent not to be unreasonably withheld, except that: (i) either party may assign this Agreement to any acquirer of negotiations by and between all or of substantially all of such party’s equity securities, assets or business related to the Parties who have retained and had the ability to retain and consult with attorneys of their own choosing and the terms subject matter of this Agreement, including Agreement without the prior approval of the other party; and (ii) HPE may freely assign this Agreement to any ambiguity subsidiary or affiliate of HPE without Developer’s approval. Except as otherwise provided in this Agreement, each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other. All notices and consents required or permitted to be given to HPE under this Agreement shall be construed neutrally in writing to: Hewlett Packard Enterprise Company, Attn: General Counsel, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or to such other address as HPE may designate to Developer by written notice, and not for shall be effective upon receipt. All notices and consents required or against any Party hereto. b. permitted to be given to Developer under this Agreement shall be in writing to the address provided during the Registration Process or to such other address as Developer may designate to HPE by written notice, and shall be effective upon receipt. This Agreement shall be governed according to by and construed under the laws of the State of Arizona. c. The Parties hereto expressly covenant California and agree that in the event United States without regard to conflicts of a dispute arising from this Agreement, each of the Parties hereto waives any right to a trial by jury. In the event of litigation, the Parties hereby agree to submit to a trial before the Courtlaws provisions thereof. The Consultant further agrees that this provision shall be contained in all subcontracts sole and exclusive jurisdiction and venue for actions related to the project, which is the subject of this Agreement. d. If there is any legal action or proceeding between CYMPO and the Consultant arising from or based upon this Agreement, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party costs and expenses, including reasonable attorneys’ fees incurred by such prevailing Party. The award of attorneys’ fee matter hereof shall be made by the Court without a jury. e. This Agreement represents an entire state and integrated Agreement between CYMPO and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. Except as required or allowed by this Agreement, this Agreement may be amended only by written instrument signed by both CYMPO and the Consultant. Written and signed amendments shall automatically become part of the Agreement, and shall supersede any inconsistent provision herein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. f. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties. g. None of the provisions of this Agreement shall be held to be waived or modified by reason of any act or reliance whatsoever. No waiver of any term of this Agreement or right hereunder shall be effective unless the waive is federal courts located in a writing which is clear, unambiguous and executed by the Party sought to be charged. The failure to enforce a term or provision of this Agreement shall not be a waiver. One or more waivers by either Party of any term, condition or covenant shall not, unless clearly stated, be a continuing waiver of such term, condition, or covenant. The failure to enforce the breach of any covenant, term, or condition of this Agreement shall not be a waiver nor shall it be a waiver of the right to enforce the same in the future. h. This Agreement is binding upon and inuring to the benefit of the Parties, their successors, beneficiaries, and permitted assigns. i. Each ▇Santa ▇▇▇▇▇ hereto represents County, California, unless agreed otherwise by HPE in writing. Both parties consent to the exclusive jurisdiction of such courts and warrants agree that process may be served in the ▇▇▇▇▇▇ executing manner provided herein for giving of notices or otherwise as allowed by California or federal law. Neither party shall export, directly or indirectly, any information acquired under this Agreement on behalf or any products utilizing any such information to any country or to any individual or entity for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval. With respect to any export transactions under this Agreement, both parties will cooperate in any reasonable manner to effect compliance with all applicable export regulations. A person who is not a Party has full power and authority party to bind such Party to enter into this Agreement and the Parties represent and warrant are authorized by (other than a subsidiary or affiliate of HPE) shall not have any rights under applicable law to engage in all actions set forth herein. j. This Agreement is governed according to the laws of the State of Arizona but subject to federal statutes, rules and law when applicable. All cited statutes, public law, executive orders, and policies cited in this Agreement are incorporated by reference as a part enforce any term of this Agreement. It is The consent of any third party (including any subsidiary or affiliate of HPE) shall not be required for the Consultant’s responsibility to ensure that any Agreement between Consultant and its Subcontractors for use variation or termination of funds hereunder shall incorporate all required provisions contained hereinthis Agreement.

Miscellaneous Legal Provisions. a. This Agreement is the result of negotiations by and between the Parties who have retained and had the ability to retain and consult with attorneys of their own choosing and the terms of this Agreement, including any ambiguity in this Agreement, shall be construed neutrally and not for or against any Party hereto. b. This Agreement shall be governed according to the laws of the State of Arizona. c. The Parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the Parties hereto waives any right to a trial by jury. In the event of litigation, the Parties hereby agree to submit to a trial before the Court. The Consultant further agrees that this provision shall be contained in all subcontracts related to the project, which is the subject of this Agreement. d. If there is any legal action or proceeding between CYMPO and the Consultant arising from or based upon this Agreement, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party costs and expenses, including reasonable attorneys’ fees incurred by such prevailing Party. The award of attorneys’ fee shall be made by the Court VKDOO SD\ WR WKH SUHYDLOLQJ 3DUW\ FRVWV DQG H[S LQFXUUHG E\ VXFK SUHYDLOLQJ 3DUW\ 7KH DZDUG R without a jury. e. This Agreement represents an entire and integrated Agreement between CYMPO and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. Except as required or allowed by this Agreement, this Agreement may be amended only by written instrument signed by both CYMPO and the Consultant. Written and signed amendments shall automatically become part of the Agreement, and shall supersede any inconsistent provision herein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. f. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties. g. None of the provisions of this Agreement shall be held to be waived or modified by reason of any act or reliance whatsoever. No waiver of any term of this Agreement or right hereunder shall be effective unless the waive is in a writing which is clear, unambiguous and executed by the Party sought to be charged. The failure to enforce a term or provision of this Agreement shall not be a waiver. One or more waivers by either Party of any term, condition or covenant shall not, unless clearly stated, be a continuing waiver of such term, condition, or covenant. The failure to enforce the breach of any covenant, term, or condition of this Agreement shall not be a waiver nor shall it be a waiver of the right to enforce the same in the future. h. This Agreement is binding upon and inuring to the benefit of the Parties, their successors, beneficiaries, and permitted assigns. i. Each ▇▇▇▇▇▇ hereto represents and warrants that the ▇▇▇▇▇▇ executing this Agreement on behalf of a Party has full power and authority to bind such Party to enter into this Agreement and the Parties represent and warrant are authorized by law to engage in all actions set forth herein. j. This Agreement is governed according to the laws of the State of Arizona but subject to federal statutes, rules and law when applicable. All cited statutes, public law, executive orders, and policies cited in this Agreement are incorporated by reference as a part of this Agreement. It is the Consultant’s responsibility &RQVXOWreDspQoWns¶ibVili ty to ensure that any Agreement between Consultant and its Subcontractors for use of funds hereunder shall incorporate all required provisions contained herein.

Miscellaneous Legal Provisions. a. This Agreement is the result of negotiations by and between the Parties who have retained and had the ability to retain and consult with attorneys of their own choosing and the terms of this Agreement, including any ambiguity in this Agreement, shall be construed neutrally and not for or against any Party hereto. b. This Agreement shall be governed according to the laws of the State of Arizona. c. The Parties hereto expressly covenant and agree that in the event of a dispute arising from this Agreement, each of the Parties hereto waives any right to a trial by jury. In the event of litigation, the Parties hereby agree to submit to a trial before the Court. The Consultant further agrees that this provision shall be contained in all subcontracts related to the project, which is the subject of this Agreement. d. If there is any legal action or proceeding between CYMPO and the Consultant arising from or based upon this Agreement, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party costs and expenses, including reasonable attorneys’ fees incurred by such prevailing Party. The award of attorneys’ fee shall be made by the Court without a jury. e. This Agreement represents an entire and integrated Agreement between CYMPO and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. Except as required or allowed by this Agreement, this This Agreement may be amended only by written instrument signed by both CYMPO and the Consultant. Written and signed amendments shall automatically become part of the Agreement, and shall supersede any inconsistent provision herein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. f. In the event any provision of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding upon the Parties. g. None of the provisions of this Agreement shall be held to be waived or modified by reason of any act or reliance whatsoever. No waiver of any term of this Agreement or right hereunder shall be effective unless the waive is in a writing which is clear, unambiguous and executed by the Party sought to be charged. The failure to enforce a term or provision of this Agreement shall not be a waiver. One or more waivers by either Party of any term, condition or covenant shall not, unless clearly stated, be a continuing waiver of such term, condition, or covenant. The failure to enforce the breach of any covenant, term, or condition of this Agreement shall not be a waiver nor shall it be a waiver of the right to enforce the same in the future. h. This Agreement is binding upon and inuring to the benefit of the Parties, their successors, beneficiaries, and permitted assigns. i. Each ▇▇▇▇▇▇ hereto represents and warrants that the ▇▇▇▇▇▇ executing this Agreement on behalf of a Party has full power and authority to bind such Party to enter into this Agreement and the Parties represent and warrant are authorized by law to engage in all actions set forth herein. j. This Agreement is governed according to the laws of the State of Arizona but subject to federal statutes, rules and law when applicable. All cited statutes, public law, executive orders, and policies cited in this Agreement are incorporated by reference as a part of this Agreement. It is the Consultant’s responsibility to ensure that any Agreement between Consultant and its Subcontractors for use of funds hereunder shall incorporate all required provisions contained herein. (a) The following Addendums attached hereto are made a part hereof. (i) Addendum “A” Insurance Requirements (ii) Addendum “B” Title VI/Non-Discrimination Assurances