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OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS,
<br />UNLESS CLIENT IS A GOVERNMENTAL SUBDIVISION OF ANOTHER STATE, IN WHICH
<br />CASE THE LAWS OF THE STATE IN WHICH CLIENT IS A GOVERNMENTAL SUBDIVISION
<br />WILL CONTROL.
<br />12.5 Severability Whenever possible, each provision of this Agreement will be interpreted to
<br />be effective and valid under applicable law; but if any provision is found to be invalid, illegal, or
<br />unenforceable, then such provision or portion thereof will be modified to the extent necessaiv to render it
<br />legal, valid, and enforceable and have the intent and economic effect as close as possible to the invalid,
<br />illegal, or unenforceable provision. If it is not possible to modifi- the provision to render it legal, valid,
<br />and enforceable, then the provision will be severed from the rest of the Agreement and ignored. The
<br />invalidity, illegality, or unenforceability of any provision will not affect the validity, legality, or
<br />enforceability of any other provision of this Agreement, which will remain valid and binding.
<br />12.6 Delays Hart is not responsible for failure to fulfill its obligations when due to causes
<br />beyond its reasonable control, including the failure of third parties to timely provide Software,
<br />Equipment, materials, or labor contemplated herein. Hart will notify Client in writing of any such delay,
<br />and the time for Hart's performance will be extended for a period corresponding to the delay. Hart and
<br />Client will determine alternative procedures to minimize delays.
<br />12.7 Force Majeure "Force Majeure" means a delay encountered by a party in the
<br />performance of its obligations under this Agreement that is caused by an event beyond the reasonable
<br />control of the party, but does not include any delays in the payment of monies due by either party.
<br />Without limiting the generality of the foregoing, "Force Majeure" will include, but is not restricted to,
<br />the following types of events: acts of God or public enemy; acts of governmental or regulatonv authorities
<br />(other than, with respect to Client's performance, the Client, and its governing entities); fires, floods,
<br />epidemics, or serious accidents; unusually severe weather conditions; and strikes, lockouts, or other labor
<br />disputes. If any event constituting Force Majeure occurs, the affected party shall notifi- the other party in
<br />writing, disclosing the estimated length of the delay and the cause of the delay. If a Force Majeure
<br />occurs, the affected party will not be deemed to have violated its obligations under this Agreement, and
<br />time for performance of any obligations of that party will be extended by a period of time necessaiv to
<br />overcome the effects of the Force Majeure.
<br />12.8 Compliance with Laws HVS Hardware and Software will meet the certification
<br />requirements in place on the effective date of the HVS Master Agreement. Client and Hart shall comply
<br />with all federal, state, and local laws in the performance of this Agreement, including those governing
<br />use of the Hardware and Software. Hardware and Software provided under this Agreement may be
<br />subject to U.S. and other government export control regulations. Client shall not export or re -export any
<br />Hardware or Software.
<br />12.9 Assignments Hart may assign this Agreement or its interest in any Hardware or
<br />Software, or may assign the right to receive payments, without Client's consent. Any such assignment,
<br />however, will not change the obligations of Hart to Client that are outstanding at the time of assignment.
<br />Client will be notified in writing if Hart makes an assignment of this Agreement. Client shall not assign
<br />this HVS Agreement without the express written consent of Hart, such consent not to be unreasonably
<br />withheld. In the event of any permitted assignment of this Agreement, the assignee shall assume the
<br />liabilities and responsibilities of the assignor, in writing.
<br />12.10 Independent Contractors Client and Hart are independent contractors and are not agents
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<br />HVS License Agreement — Rev. 09 -2011
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