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0 • Appentiig~ A subcontractors through Reseller and the requirement to cooperate is included in any subcontract it awards pertaining to this Contract. Reseller will reimburse the State of Texas for all costs associated with enforcing this provision. 10. ABILITY TO CONDUCT BUSINESS W TEXAS. The Reseller is an entity authorized and validly existing under the laws of its state of organization, and is authorized to do business in the State of Texas. The Reseller is a "Catalog Information Systems Vendor" as defined in §2157.001, Texas Government Code. All products and services offered to Customers under this Contract are listed in Reseller's catalogue on file with the Texas Building and Procurement Commission. 11: QUOTATIONS. WARRANTY. AND RETURN POLICIES. Reseller will adhere to the Manufacturer's and/or Reseller's then-currently published policies concerning quotations, warranties, and return policies related to Products available under this Contract. Warranty and return policies for Customers will not be more restrictive or more costly than those warranty and .return policies maintained by the Manufacturer and/or Reseller for other similarly situated Customers for like products or services. advantageous pricing and/or payment options than those set forth in the Contract. In such event, Reseller shall famish a copy of such better offerings to DIR upon request. 16. DIR LOGO. Reseller may use the DUt Go DIRect logo in the promotion of this Contract to Customers with the following stipulations; (i) the logo may' not be modified in any way; (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Reseller logo; (iii) the DUt logo is only used to communicate the availability of products and services under this Contract to Customers; and (iv) any other use of the DIR logo requires prior written permission from DIR 17. RESELLER LOGO. DIR may use the Reseller's name and logo in the promotion of this Contract to communicate the availability of Products under this Contract to Customers. Use of the logo may be on the DIR Web Site or on printed materials. Any use of Reseller's Logo by DIR must comply with and be solely related to the purposes of this .Contract and any usage guidelines communicated to D1R from time to time. Nothing contained in this Contract will give DUt any right, title, or interest 'in or to Reseller's trademarks of the goodwill associated therewith, except for the limited usage rights expressly provided by Reseller. 12. INVALID TERM OR CONDITION. If any term or condition of this Contract shall be held invalid or unenforceable, the remainder of this Contract shall not be affected and shall be valid and enforceable. 13. .ENFORCEMENT OF CONTRACT AND DISPUTE RESOLUTION. Reseller and DIR agree to the following (i) a party's failure to require strict perfomtance of any provision of this Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision; (ii) applicable to State agency purchases only, for disputes not resolved in the normal course of business, the disputer resolution process provided for in Chapter 2260, Texas Government Code, shall be used; (iii) the laws of the State of Texas shall govern this Contract; (iv) actions or proceedings arising from this Contract shall be heard in a court of competent jurisdiction in Travis County, Texas; and (v) nothing herein shall be construed to waive the State's sovereign immunity. 14. ENTIRETIES. The Contract supersedes all prior agreements, representations or promises, whether oral or written, made by the parties regarding the subject matter of this Contract. 15. MODIFICATION OF CONTRACT TERMS AND/OR A_MF.1ynMEN'rS. The terms and conditions set forth in the Contract shall govern all transactions by Customers under this Contract. The Contract may only be modified or amrnded upon mutual agreement of DIR and Reseller. Additional Customer terms and conditions, which do not conflict with the contract, may be added by a Purchase Order and given effect. For individual Purchase Orders, however, the Reseller may offer Customers trmre 18. LEASING PROVISION. The parties to this Contract may agree to provisions that allow leasing of Information Resources Technologies in addition to purchase sales. 19. SITE PREPARATION. Customer(s) shall prepare and maintain its site in accordance with written instructions furnished by Reseller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. 20. TRADE SIiOW PARTICIPATION. Reseller understands and agrees that it must participate by providing a staffed booth display or similar presence at no less than two (2) bade shows or similar functions sponsored by DIR Business Operations Division each calendar year at the Reseller's expense. Reseller must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location of the use of the DIR logo in or on the Reseller's booth. 21. USE OF SUBCONTRACTORS. Reseller may subcontract installation; training, warranty, or maintenance services. However, Reseller shall remain solely responsible for the performance of its obligations under this Contract. If Reseller uses any subcontractors, Reseller shall satisfy DIR that it has complied and maintains compliance with the DIR HUB Subcontracting Plan. 22. FORCE MAJEURE. DIIt, Customer, or Reseller may be excused from perfornumce under this contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing .the event of Force Majeure has prudrntly and promptly acted to take any and all steps that are within the party's control to