Professional Services Agreement - RoadBotics Inc. - Street Condition Assessment Pilot Program

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being specifically aelmowledged by the parties that any other available remedies are inadequate. RoadBotics and the Customer mutually acknowledge and agree that no term or provision of this Proposal or the Agreement will be construed to require the Customer to violate or fail to adhere to the requirements of the APRA. 7. Marketing. RoadBotics may identify Customer as a customer of RoadBotics, including a general description of the products and services provided by RoadBotics to Customer. Subject to the APRA and the terms of Section 6 of this Proposal, neither party will disclose the pricing or other specific terms of this Proposal without the prior written consent of the other party, 7.3 All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case RoadBotics and Customer agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 7.4 The parties hereunder are independent contractors. Neither party shall have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended to be nor shall it be construed as a joint venture, association, partnership or other form of a business organization or agency relationship. 7.5 This Agreement, including the Proposal For Services constitutes the entire Agreement between the Customer and RoadBotics with respect to the subject matter hereof, and no waiver, modification, alteration or amendment of any of the terms or conditions hereof shall be effective unless and until set forth in a writing duly signed by authorized representatives of RoadBotics and Customer. 7.6 RoadBotics shad not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond RoadBoties's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. 7.7 All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by Customer or RoadBoties or to such other address as either party shall give by notice to the other party. Notices shall be effective when delivered to the applicable address. 7.8 The provisions of Sections 3, 4, 5, 6, 7 and 8 of this Agreement shall survive the expiration or termination of this Agreement for any reason. IN WFI- LESS, WHEREOF, the parties have executed this Agreement as of the later of the dates set forth below. CUSTOMER: City of South Bend, IN I Signature:. 3oard Of P( tic Warki, -3-