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1 ;r <br /> e!Ise AlertSense, Inc. <br /> Master Service Agreement (MSA) <br /> If to Client: If to AlertSense: <br /> AlertSense, Inc. <br /> 2801 Oaks Ave 6149 N.Meeker Place,Suite 250 <br /> Everett,WA 98201 Boise,Idaho 83713 <br /> Office:(208)639-6756 <br /> ATTN: ATTN:Von Hansen <br /> 12.5. Amendments and Modifications. Any amendment and/or modification shall be effective only if made in <br /> writing and signed by a representative of the respective Parties authorized to bind the Parties. <br /> 12.6. Attorney Fees and Costs. Should any legal action permissible under this agreement be taken to enforce <br /> the conditions and terms of this agreement, in particular the right to collect money due on unpaid <br /> invoices,the prevailing party shall be entitled to recover reasonable legal fees and expenses incurred at <br /> the trial and appellate levels. <br /> 12.7. Waivers. The failure of either party to enforce any provision of this Agreement,unless waived in writing <br /> by such party,will not constitute a waiver of that parry's right to enforce that provision or any other <br /> provision of this Agreement. <br /> 12.8. Publicity and Press Release. The Parties shall issue a joint press release announcing this Agreement and <br /> generally describing the terms hereof or as otherwise mutually agreed by the Parties. Any press releases <br /> incorporating or referencing the other Party must be approved in advance by referenced Party's <br /> marketing department. <br /> 12.9. Integration. Both Parties agree that this Agreement and any exhibits hereto constitute the complete and <br /> exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous <br /> written and oral agreements and communications relating to the subject matter of this Agreement. <br /> 12.10. Client recognizes and acknowledges that this Agreement creates a confidential relationship between <br /> AlertSense and Client and that information concerning Client's business affairs,Clients,vendors,finances, <br /> properties,methods of operation,computer programs,and documentation,and other such information, <br /> whether written,oral,or otherwise,is confidential in nature. All such information concerning Client is <br /> collectively referred to as"Confidential Information." <br /> 12.11. Washington Transparency Laws. AlertSense acknowledges that the Client is subject to the Washington <br /> Public Records Act,chapter 42.56 RCW and other Washington statutes related to open government and <br /> record retention (collectively,the"Transparency Laws"). If the Client receives a records request under <br /> the Transparency Laws that requests any records that may be considered Confidential Information of <br /> AlertSense,then the Client shall use reasonable efforts to give written notice to AlertSense. If AlertSense <br /> desires that the records not be disclosed, AlertSense shall commence an action in Snohomish County <br /> Superior Court before the disclosure date. Notwithstanding anything to the contrary in the Agreement, <br /> the Client has no liability whatsoever to AlertSense for the disclosure of or retention of any record <br /> when that disclosure is consistent with the Transparency Laws or with an order applying the <br /> Transparency Laws entered by the Snohomish County Superior Court or a Washington appellate court. <br /> 8 <br /> 103 <br />