Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

Home Browse Search

Parties agree that, without any additional findings of irreparable injury or other conditions to injunctive relief, the breaching Party will not oppose the entry of an: appropriate order compelling performance by the breaching Party and restraining such Party from any further breaches or threatened breaches. 12.3 Governing Law; Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the state of Indiana, without regard to its choice of law principles. For any litigation that may arise under Section 13.2 of this Agreement. the Parties irrevocably and unconditionally submit to the non-exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the United States District Court for the Northern District of Indiana located in South Bend or the St. Joseph Circuit or Superior Court. The Parties further waive their right to trial by jury. 12.4 No Limitation on Rights. Each Party agrees that the provisions contained in this Article do not limit either Party's right to terminate this Agreement as provided in Article 3. 13. GENERAL PROVISIONS 13.1 Notices. All notices, requests, consents, approvals, acknowledgements and waivers under this Agreement (other than routine operational communications) will be in writing and will be deemed duly given when (A) delivered personally, (B) one day after being given to an overnight courier with a reliable system for tracking delivery (charges prepaid), (C) when sent by electronic mail with a copy sent by another means specified in this Section, or (D) six days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: If to Client: City of South Send, State of Indiana 227 W. Jefferson Blvd. South Send, IN 46601 Attention: Santiago Garces Email: sgarces@southbendin.gov Phone: (574) 245-6000 If to SADA: SADA Systems, Inc. 5250 Lankershim Blvd., Suite 620 North Hollywood, CA 91601 Attention: Annie Safoian Email: annie.safoian@sadasystems.com Fax: (818) 766-0090 Phone: (818) 766-2400 A Party may change its address or designee for notification purposes by giving the other Party written notice of the new address or designee, and the date upon which it will become effective. 13.2 Binding Nature and Assignment. This Agreement is binding on the Parties and their respective successors and assigns. Upon prompt written notice to Client but without the requirement of Client's consent, SADA may assign this Agreement in connection with a merger, change of control, consolidation, or sale or other disposition of all or substantially all of SADA's assets. Any other assignment of this Agreement by either Party will be null and void, except with the other Party's prior written consent, 13.3 Relationship of the Parties. SADA, in furnishing the Services, is acting as an independent contractor. SADA is not an agent of Client and has no authority to represent Client as to any matters, except as expressly authorized in this Agreement or in an executed Statement of Work. 13.4 Confidentiality, The Parties agree that they are bound by the Mutual Confidentiality and Nondisclosure Agreement signed by the Parties as of or prior to the Effective Date of this Agreement (the "NDA"), the terms of which are hereby incorporated by reference. Such NDA will be effective for the term of this Agreement. SADA Master Professional Services Agreement 8 Version 4.26.17