Injunctive Relief. Customer acknowledges that any breach or threatened breach of the provisions of Sections 4 and 5 may cause irreparable harm and significant injury to an extent that may be extremely difficult to ascertain. Accordingly, Customer agrees that C3 will have, in addition to any other rights or remedies available to it at law or in equity, the right to seek injunctive relief (without posting of a bond) to enjoin any breach or violation, or any threatened breach or violation of Sections 4 or 5.
Assignment. Neither party may assign, transfer or pledge this Agreement without the prior written consent of the other party, provided, however, that an assignment on account of a merger or corporate restructuring of one party shall not require the consent of the other party. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the successors and assignees of the parties hereto.
Relationship between the Parties. Neither Customer nor C3 is a legal representative, agent, or a partner of the other. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker’s compensation for its employees as well as general liability insurance. The transactions contemplated hereby are not intended to, and shall not be interpreted to constitute, a joint venture, partnership or similar relationship between the parties hereto, and neither party hereto shall be deemed to be liable or responsible for the liabilities or obligations for the other party hereto except as specifically provided in the indemnification provisions set forth in Section 6.
Non-Solicitation of Employees. Customer agrees that neither party will solicit or offer employment to the respective employee(s) or sub-contractor(s), whether directly or indirectly, during their employment or within 1 year of termination of their employment, except with the Service Provider’s prior written approval in each case.
Force Majeure. Except for obligations to pay money, neither party shall be liable for any failure or delay in performance of its obligations hereunder on account of strikes, riots, fires, explosions, acts of God, war, governmental action, or any other cause which is beyond that party’s reasonable control.
Entirety. This Agreement and all applicable Statement of Works incorporated herein constitute the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by the Chief Executive Officer or Chief Financial Officer of C3 and a duly authorized representative of Customer. Subject to this Section 8(e) and Section 2(c) above, no other act, document, usage, or custom shall be deemed to amend or modify this Agreement or any Statement of Work, as applicable. It is expressly agreed that any terms and conditions of any prior communications between C3 and Customer, shall be superseded by the terms and conditions of this Agreement and the applicable Statement of Work.
Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, excluding conflict of laws provisions, applicable to agreements made and fully performed therein.
Arbitration. Except for instance where equitable relief is permitted under this Agreement, any and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement or the breach thereof, (herein “dispute”) shall be submitted to the chief operating officer of each party (or their designee) for a good faith attempt to resolve the dispute. The position of each party shall be submitted, and the individuals promptly thereafter shall meet to discuss resolution. If the parties are unable to reach agreement within thirty (30) days following such meeting, then any dispute which has not been resolved within said thirty (30) days by good faith negotiations between the parties shall be resolved at the request of either party by final and binding arbitration, and neither party may terminate the Agreement based upon any such good faith dispute except in accordance with the decision of the panel of arbitrators. Arbitration shall be conducted in Fairfax County, Virginia, by three (3) arbitrators. The arbitrators shall be knowledgeable in the commercial aspects of telecom and network solutions, Internet applications, and technical consulting services and otherwise in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties shall select the arbitrators within fifteen (15) days after the receipt by the noticed party of the demand for arbitration delivered in the manner set forth herein for providing notice to the parties. If the arbitrators are not selected by the parties within said fifteen (15) days, then the American Arbitration Association shall select the arbitrators. The arbitrators shall make detailed written findings to support their award. The arbitrators shall render their decision no more than forty-five (45) days after the parties finally submit the claim, dispute or controversy to the panel. Judgment upon the arbitration award may be entered in any court having jurisdiction, and in any case where court action may otherwise be required the parties hereto expressly waive the opportunity for trial by jury.
Waiver. The failure by either party to enforce at any time any of the provisions of this Agreement, or to exercise any election or option provided herein, shall in no way be construed as a waiver of such provisions or options, nor in any way to affect the validity of this Agreement or any part thereof, or the right of either party thereafter to enforce each and every such provision.
Publicity. Customer will cooperate in C3’s reasonable requests for marketing communications about projects undertaken for Customer. Such communications may involve: (i) participation in appropriate media relations activities, including suitable press releases concerning C3’s participation in the project and its subsequent deployment; (ii) providing Customer references for C3; (iii) being discussed in a case study. C3 shall be allowed to use Customer’s name and logo on its Customer lists and disclose the same to its present and potential Customers, employees or investors. Any press release issued by either party shall require approval in writing of the press release copy by the other party, which shall not be unreasonably withheld.
Notice. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be sent by registered or certified mail, postage prepaid, to Customer and C3 at their respective addresses set forth on page 1 of this Agreement. Either party may change its address by written notice to the other.
Compliance with Export Regulations. Customer has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold C3 harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Customer shall take no action, nor omit to take any required action, which would cause either party to violate the Foreign Corrupt Practices Act of 1977 or the U.S. Export Administration Regulations.
Cooperation. Customer agrees that C3’s provision of the Services depends upon the Customer’s cooperation and assistance as C3 may require. The Customer shall provide such reasonable access to its information, systems, personnel and property as may be reasonably required in order to permit C3 to perform its obligations hereunder. C3 shall cooperate with the Customer’s personnel, shall not interfere with the conduct of the Customer’s business and shall observe all rules, regulations and security requirements of the Customer concerning the safety of persons and property. Customer agrees to provide C3 with any information, materials, and technology owned, licensed to, or controlled by Customer that C3 reasonably requires to perform the Services (the “Licensed Technology”).