Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 2

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6. {-\Aer#y.VVehave complied, and will comply, with the E4/erUy procedures administered bvthe U.S. Citizenship and immigration Services Verification Division for all of our employees assigned to your project. T Subcontractors. We wiUl not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld. A. This Agreement shall bebinding on, and shall befor the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets. 9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (1O)business days ofthe Force Mojewreevent, the party whose performance |s delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries, This Agreement isentered into solely for the benefit o[you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim orassert any right under this Agreement, This provision does not affect the rights nfthird parties under any Third Party Terms. 11. . This Agreement represents the entire agreement between you and uowith respect tnthe subject matter hereof, and supersedes any prior agreements, understandings, and repveoentat|ons,vvhethervvritton,ona|,expressed,impUed,orstatutory. Purchase orders submitted byyou, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by amauthorized representative ofeach party. 12.£e±erdd|hv. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act aonrbedeemed toact osewaiver ormodification ofthis Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter, 14, Independent Contractor, VVeare anindependent contractor for all purposes under this, Agreement. 15. Notices. All notices nrcommunications required or permitted as a part mfthis Agreement, such as notice of an alleged material breach fora termination for cause or dispute that must besubmitted todispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) ulpon receipt by sender of proof of email delivery; or (d) if not actually received, five(5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated byproper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party. ~�| tyler