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<br />Master Agency Agreement
<br />20220301
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<br />The limitations set forth in this Section 11 shall apply even if any exclusive remedy in this Agreement fails of its
<br />essential purpose. The allocation of liability in this Section 11 represents the agreed and bargained for
<br />understanding of the parties and each party’s compensation hereunder reflects such allocations.
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<br />12 MISCELLANEOUS PROVISIONS
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<br />12.1 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the
<br />State of Washington without regard to its conflicts of laws provisions. AMS and Agency hereby irrevocably consent
<br />to jurisdiction, service of process and venue in the Snohomish County Superior Court.
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<br />12.2 Not Used.
<br />12.3 Injunctive Relief. Notwithstanding anything above to the contrary, either party at any time may apply to a
<br />court having jurisdiction thereof for a temporary restraining order, preliminary injunction or other appropriate order
<br />where such relief may be necessary to protect its interests (including, without limitation, any breach of the
<br />obligations under Sections 4 and/or 8), without any showing or proving of any actual damages and without posting
<br />a bond or other security.
<br />12.4 Non-Discrimination and Business Code of Conduct .
<br />12.4.1 Non-discrimination. To the extent not exempt, the parties shall abide by the requirements
<br />of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against
<br />qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit
<br />discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender
<br />identity, or national origin. Moreover, these regulations require that covered prime contractors and
<br />subcontractors take affirmative action to employ and advance in employment individuals without regard to
<br />race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or
<br />disability.
<br />12.5 Records Retention and Audit Rights. Agency will retain all records relating to the Agreement or any
<br />Schedule for a period of seven (7) years after termination of the Agreement or applicable Schedule. During the
<br />Term, upon ten (10) days prior written notice, and not more than once per year (unless circumstances warrant
<br />additional audits as described below), either party may audit the other party’s procedures and records that relate to
<br />the obligations under this Agreement. Notwithstanding the foregoing, the parties agree that either party may conduct
<br />an audit at any time, in the event of (i) audits required by governmental or regulatory authorities or (ii) investigations
<br />of a breach of this Agreement.
<br />12.6 Assignment. Except as expressly permitted herein, neither party may transfer or assign this Agreement,
<br />in whole or in part, without the written consent of the other party and any such attempt at transfer or assignment
<br />shall be void. Notwithstanding the foregoing, AMS may, after written notice thereof to the Agency, transfer or assign
<br />this Agreement to an entity that is an affiliate of AMS or, in the event of a sale of all or substantially all of its assets
<br />or equity, each without the consent of Agency. This Agreement shall extend to and be binding upon any successors
<br />and permitted assigns of the parties.
<br />12.7 No Agency; Independent Contractor. The use of the term “Agency” in this Agreement is solely for
<br />convenience and is not intended to make either party an agent of the other party. This Agreement does not
<br />constitute and shall not be construed as constituting an agency, distributorship or joint venture business
<br />arrangement between the parties. AMS is to be and shall remain an independent contractor with respect to Products
<br />provided or Services performed under this Agreement. AMS may subcontract the performance of any of its
<br />obligations under this Agreement. However, such subcontracting will not relieve AMS of its obligations under this
<br />Agreement.
<br />12.8 Force Majeure. Except for the obligation to make payments as provided herein, neither party shall be in
<br />default under this Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations
<br />under this Agreement, if, and to the extent that, such delay or failure is caused by strikes, wars, natural disasters,
<br />acts of the public enemy, government restrictions or acts of terrorism. Upon claiming any excuse or delay under
<br />this Section, such party shall promptly notify the other party, use reasonable efforts to remove the cause and
<br />continue its performance under this Agreement whenever the cause is removed.
<br />12.9 Notices. All notices, requests, demands or communications required or permitted hereunder shall be in
<br />writing, delivered personally or by electronic mail, or overnight delivery service at the respective addresses set forth
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