InfoSend Master Service Agreement - Utility Bill Printing and Mailing Services

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InfoSend MSA Rev. 7.31.2020 6 | P a g e Modifications or changes to this Agreement must be in writing and executed by the parties. 12.4 Severability If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 12.5 Assignment This Agreement may not be assigned by either party without the prior written approval of the other party, unless it is being assigned to (i) a parent or wholly owned subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 12.6 Immigration Laws For Services performed within the United States, InfoSend will assign only personnel who are legally authorized to work in the United States. InfoSend represents and warrants that it complies with all applicable immigration laws with respect to the personnel assigned to Client. 12.7 Survival All of the terms of this Agreement which by their nature extend beyond the expiration or termination of the Agreement, including but not limited to indemnification obligations, confidentiality obligations and limitations of liability, shall survive expirat ion or termination of the Agreement and remain in full force and effect. 12.8 Attachments The following documents are attached hereto as Exhibits, and are incorporated by reference in their entirety: Exhibit A: Scope of Primary Services Exhibit B: InfoSend Fees Exhibit C: Professional Services 12.9 Cooperative Agreement (“Piggybacking”) The parties agree that InfoSend may offer the prices, terms and conditions offered herein to other government agencies that wish to participate in a cooperative purchase program with Client. InfoSend will review these requests from other government agencies on a case-by- case basis to decide whether this Agreement can be extended to the new agency. At minimum, the following requirements must be met for the prices in this Agreement to be extended to the new agency: • The new agency must require similar types of service for similar document types (i.e., statements, late notices); • The monthly document volume that InfoSend will produce must be similar, or at a minimum, acceptable; • The new agency must agree to use InfoSend’s standard materials; and, • The prices in this Agreement must still be profitable. If the above conditions are not met then InfoSend will provide the new agency with revised pricing that it can elect to accept if it moves forward with the cooperative purchase program. Other agencies will be responsible for entering into separate Agreements with the contract and for all payments thereunder made directly to InfoSend. InfoSend reserves the right not to extend this Agreement’s terms in whole or in part to other agencies for any reason. [SIGNATURE PAGE FOLLOWS]