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12.Confidentiality. During the Agreement, each party may disclose to the other confidential information, the disclosure of which to third parties would be
<br />damaging. Confidential information shall include any information relating to the identity of the party’s customers, the nature of their relationship with their
<br />customers, the nature of the other party’s business, or the rates charged by it to third parties. The parties agree not to make use of this information other than for
<br />the performance of the Agreement, to release it only to employees requiring such information and only after ensuring that such employees are aware of the terms
<br />of this Section, and not to release or disclose it to any other party other than as required by law. The parties further agree not to use any Services performed
<br />under the Agreement for advertising, portfolio, or other promotional purposes without the written consent of the other party. Confidential information shall not
<br />include any information that: (a) was, is, or becomes public information through no fault of the receiving party; (b) was in the possession of the receiving Party
<br />before the commencement of this Agreement; (c) is developed independently by the receiving Party; or (d) must be disclosed pursuant to or as required by law or
<br />by a court or other tribunal of competent jurisdiction. The obligations under this section shall survive the termination or expiration of the Agreement for three (3)
<br />years.
<br />13.(RESERVED)
<br />14.Miscellaneous.
<br />A.Nature of Relationship. Everon is an independent contractor and not an employee, agent, joint venturer, or partner of Customer.
<br />B.License Information. Everon state license information is available at https://www.everonsolutions.com/about/licenses-credentials/licenses.
<br />C.Export Control. Customer shall not export or re-export, directly or indirectly, any: (i) Product or Service provided under this Agreement; (ii) technical data; (iii)
<br />software; (iv) information; or (v) items acquired under this Agreement to any country for which the United States Government (or any agency thereof) requires an
<br />export license or other approval without first obtaining any licenses, consents or permits that may be required under the applicable laws of the U.S. or other
<br />foreign jurisdictions and shall incorporate in all export shipping documents the applicable destination control statements. Customer shall, at its own expense,
<br />defend, indemnify, and save harmless Everon from and against all Losses assessed against or suffered by Everon as a result of an allegation or claim of
<br />noncompliance by Customer with this Section. The obligations contained in this Section shall survive the termination or expiration of this Agreement.
<br />D.Conflicts of Interest. Everon does not permit the offering or acceptance of gifts or gratuities by Everon employees from parties with whom Everon is
<br />contracting for services, products, or other matters, and Customer shall not make any offer to any Everon employee that would violate this policy. Customer
<br />further represents and warrants that there is no financial or business relationship or any other conflict of interest that Customer has with or has offered to any
<br />employee of Everon. In the event Everon determines any offer of gifts or gratuities has been made by Customer to an Everon employee or a financial or business
<br />relationship or other conflict of interest has been offered to or exists between Customer and an Everon employee, Everon may terminate this Agreement, without
<br />penalty, upon five (5) days’ prior written notice to Customer.
<br />E.Survival. Sections 3 (Warranty), 5 (Risk of Loss), 7 (Limitation of Liability), 8 (Indemnity), and 12 (Confidentiality) shall survive any termination or expiration of
<br />the Agreement.
<br />F.Assignment. Customer may not assign the Agreement or any right thereunder without the prior written consent of Everon, which consent shall not be
<br />unreasonably conditioned, withheld, or delayed. Everon may subcontract any portion of the work described in the Agreement.
<br />G.Severability. In the event any one or more of the provisions of this Agreement is held to be unenforceable or invalid under applicable law, such
<br />unenforceability or invalidity shall not affect any other provision of this Agreement.
<br />H.Cross-Default. A default by Customer under the Agreement shall be a default of all Agreements between Everon and Customer.
<br />I.Remedies. All remedies under the Agreement are cumulative and in addition to any other rights at law or equity that a party may have.
<br />J.Amendment. The Agreement may be amended or modified only by a writing signed by both parties. Any purported oral amendment or modification is void.
<br />K.Notice. Any and all notices required or permitted to be given under the Agreement shall be in writing and delivered via certified or registered mail, or by
<br />overnight courier. Notices to Everon shall be deemed duly given on the date received by Everon at the following address: Everon LLC, Attn: General Counsel,
<br />1501 Yamato Road, Boca Raton, FL 33431. Notices to Customer shall be deemed duly given on the date received by Customer at the address for Customer
<br />stated in the Agreement, or if no such address is provided, at any Premises.
<br />L.Waiver. The waiver by either party of any right under the Agreement or any breach of the Agreement shall not operate as, or be construed as, a waiver of any
<br />subsequent right under or breach of the Agreement.
<br />M.Governing Law; Dispute Resolution. This Agreement and any dispute or claim arising under it shall be governed by the laws of the state of Washington,
<br />without giving effect to its conflicts of law rules.
<br />N.Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter of the Agreement, and supersedes
<br />any and all prior agreements or understandings, whether written or oral. The parties agree that there are no oral or written agreements, representations, or
<br />understandings by or between the parties regarding the subject matter of the Agreement that are not contained in the Agreement.
<br />O.Electronic Signature; Counterparts. The Agreement may be signed and/or delivered by electronic means (such as e-mail), and all such signatures and
<br />electronic transmissions of this Agreement are to be treated as originals for all purposes and given the same legal force and effect as a signed paper contract.
<br />This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall
<br />together constitute but one and the same agreement.
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