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Except with the other party's prior written consent, each party shall refrain from soliciting for <br />employment Vremploying, directly orindirectly, any employee orcontractor ofthe other until twelve <br />(12) months have elapsed following termination of the Agreement, or until twelve (12) months have <br />elapsed following termination ofthe employment nfthieapplicable employee orcontractor, whichever <br />occurs first. <br />Neither party may assign orothenmisetmansfertheAereenmmnturmnyhghtsorobUgatioosunderthe <br />Agreement to any third party without the prior writte,n consent of the other party, except that each party <br />may transfer the Agreement toa successor toall orsubstantially all ofits assets and business. Consent <br />shiaQ not be unreasonably withheld. Subject tuthe restriction on transfer set forth in this Paragraph, the <br />Agreement shall bebinding upon and shall inure tothe, benefit ofthe parties' successors and assigns. <br />Neither party shall be liable for any delay in or failure of performance (excluding failure to make <br />payments neqluired by this Agreement) resulting from any cause or condition beyond its reasonable <br />control, whether foreseeable or not. <br />The failure ofeither party toact upon any right,renm26« or breach ofthe Agreement shall not constitute <br />awaiver ofthat orany other right, remedy, orbreach. Nowaiver shall beeffective unless made inwriting <br />and signed byonauthorized representative ofthe waiving party. <br />10.5 Notices <br />Unless provided otherwise imthe Agreement, any notice required orperrmh±edunder the Agreement shall <br />be personally delivered, or sent by electronic rna\L telefox, courier, express or overnight delivery service, <br />or by certified mail, postage prepaid, return receipt requested, to the address set forth at the beginning <br />of the SOW or to such other address as shall be advised by any party to the other in writing. Notices s�all <br />be effective as of the date of receipt. <br />10.6 Third -Party Beneficiaries <br />Aquitas' licensors, suppliers, and subcontractors shall be third -party beneficiaries under this Agreement. <br />South Bend Maximo Migratiion to MaaS Page 32 of 36 Confidential <br />