Software Agreement - MHIN, Inc. - Management for Mobile Integrated Community Health Outreach Program

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mhin f. Waiver/Amendment. No waiver, amendment, or modification of any provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver, amendment, or modification is sought to be enforced. No failure or delay by either Party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, will be deemed as a waiver of any such right, power, or remedy. g. Force Majeure. Each Party will be excused from performance under this Agreement while and to the extent that it is unable to perform due to a cause beyond its reasonable control. If either Party is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement, then the Party affected by force majeure will give written notice with explanation to the other Party immediately. The affected obligations of the Party giving notice will be suspended only during the continuance of the events giving rise to the force majeure provided that the affected Party is acting with due diligence to remedy the delay caused by the force majeure. If either Party is unable to perform due to force majeure for a period of more than twenty (20) days due to any delay, the other Party has the right to terminate this Agreement. h. Assignment. Practice will not have the right to assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written consent of MHIN, and any purported attempt to do so will be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the permitted successors and assigns of the Parties hereto. i. Jurisdiction and Venue; Choice of Law. This Agreement is governed by the laws of the State of Indiana without regard to its conflicts of law provisions. THE PARTIES WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT. Any litigation or enforcement of an arbitration award will be brought in Circuit or Superior Court of St. Joseph County, State of Indiana, or the U.S. District Court for the Northern District of Indiana, as appropriate, Each Party consents to personal and subject matter jurisdiction and venue in such courts and waives the right to change venue, The Parties acknowledge that all directions issued by the forum court, including injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries. j. Severability. In the event any provision of this Agreement is determined to be invalid, such invalidity will not affect the validity of the remaining portions of this Agreement, and the Parties will promptly substitute for the invalid provision a valid and enforceable provision which most closely approximates the intent and economic effect of the invalid provision. k. Interpretation. Any uncertainty or ambiguity with respect to any provision of this Agreement will not be construed for or against any Party based on attribution of drafting to either Party. Article, section, and subsection titles and captions herein are inserted as a matter of convenience and for reference and do not, in any way, define, limit, extend, or describe the scope or construction of this Agreement or the intent of any of its provisions. I. No Partnership or Agency. Nothing contained in this Agreement will be construed as creating a relationship between the Parties of partners, joint ventures, or agents, and neither Party has the power to bind the other to any contract or commitment. M. Advice of Counsel. The Parties represent that they have read and understand the terms of this Agreement and are entering into this Agreement freely, having had a full and fair opportunity to obtain the advice of counsel in relation hereto. n. Counterparts. This Agreement may be executed in counterparts each of which will be considered an original, but all of which will constitute one and the same agreement. Facsimile transmission of an executed signature page will be sufficient to bind the executing Party. [END OF TERMS AND CONDITIONS] MNlN Form #3013 Revised: O810812014 Page 12 of 19