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HomeMy WebLinkAboutContract 44948 D G 1, SECRETARY' Services and License Agreement NO., THS SERVICES AND LICE (the "Agreement") rs invade on September 1, 2013 ("Contract, Effective t " " between BridgeFr,ont, 3 Washington viing its principal yes at 13115 I " Street, ancouv , WA 9 r, rr d e ror t" , and City Fort Worth, having its principal off ices, at 10010 Th,r,ock rton Street„ Fort Worth, BridgeFront agrees to r yr I n access to BrildgeFro,nt's, boated Online Education r m and Brr dgeFr,ont course catalog based on the Terms, and Conditions, attached hereto the Course catalog contains courses organized into topical libraries. Client can license whole libraries or choose individual courses to establish its own c rrric ll, rm s Student Administrator r aid Support Fees Product Description Pricing Setup Fee Setup students Mn BridgeFront OEC. Train administrator Waived COUrse s Access Access to the HIPAA course library: $493,5 Year Unlimited courses for up to 30 nears Additional nears $16.4.5, ,gear/ year Corse Customization & Builder Tooll, $595 00 1 Year Initial to Accept This Option,* (Fee includes license to customize any BrfdgeFront ores, plus bulld and host up to 3 courses the BridgeFront platform, Additional COUrses can be, built for are anrli.jal fee Of 9 .rrse/year Term of Aqreement—Three years from the Contract tt t ate, This Agreement renewed for ,additional one year terms on mutual written agreement of the parties, On each anniversary, date, Client may select additional or different courses or librairles, and (b) tine nu mber of Students will be verified grin the initial ter tl r umber of students will not fall below 91 of the num,ber set on the Effective Date.. u m err Te s The subscription es for the minimum useirs specified above will be due and payable within 30 days from the date of the later countersignature r below, F rt ire annual yr rats, alre dire and payable in full on the Contract Effective Date anniversary Additional fees will be invoiced as new students or courses exceeding the cap are added or upgraded during the subscription "ear, payments are due 30 days after invoice date Remit payments to the to1i wingi address BrfdgeFront, 7327 SW Barnes Road - #208, Portland OR 97225 RECEIVED OCT 2013 Services and L,c&nse Agreement con fide ti t Red " 4400 NE 77th Ave, SUite ,r?SVa11 Uver, A 98662. 866-447-22,111 9 www L)��(1qefro .cc)rn n L) rC) eler- Administrator contact - Administrator Name- Mona Braniff Administrat r Title: Sr'.. Human Resources Anal st Administrator Email* Mona.Braniff rtworthtexas.Qov Administrator Phone, 817-392-7 1 Administrator Fax: 8117-392-2624 Terms of Aclreeirent Client by its signature acknowledges that it has read this Agreement and understands its terms This cover sheet and the Term and Conditions attached, plus any exhibits or attachments listed below. constitute the entire agreement between Client and BridgeFron,t The clauses set forth below are intended as additions or exceptions to r d eFrant`s standard Terms end Conditions, so thialt tars dyer sleet will cuntrol an the event of any conflict, Bridge runt and Client agree that the following modifications and Exceptions to this Terns and Conditions shall apply, notwithstanding anything in the Terrors and Conditions to the contrary Section 4,4 is removed Scotian 7 1 is replaced with the following, Bridgefront will defend, indemnify and bold Client. its officers, directors employees, consultants and agents harmless from any loss, liability, damage.. cost, or expense (including reasonable counsel' fees and litigation costs) arising out of any lair*ns or sums that may be made or brought by reason of any infringement or alle ed infrin e.mont of any patent, trademark, copyright or trade secret right resulting from the BridgeFront Services Client will, to this extent allowed under Texas law, defend, indemnify and bold Bridgefrontw its officers, directors, emp,lloyees, consultants and agents harmless from any toss, liability, damage, cost, or expense including reasonable counsel fees and' litigation costs), arising out of any cleans or suits that may be made or brought by reason of any infringement ur alleged infringement of any patent, trademark, copyright or trade secret right resulting from the Client Content provided however that nothing in this provision shall be construed or interpreted so as to require Client to levy or assess any tax or estabilish a sinking fund.. Section 10.1 is replaced with the following on disclosure Except as Otherwise provided in this Agreement, both parties expressly undertake to retain in confidence all Confidential I!nformation and to make no use of sucn information except for the purposes of this Agreement.ent. Either party may disclose Confidential lnfor'Metion as required by governmental or judicial order or as otherwise required by law rnclUding, but not limited to. the Texas Public Information Act, Texas Government Code Chapter 552 provided such party gives the other party p'r'ompt notice of such order and complies with any confidentiality or protective order imposed on such disclosure. Section 11 1 is removed Section 11 M . The Agreement will be governed by the laws of Texas. Agreement contents by order of precedence Cover sheet with signature and exceptions, 2) Terms and Conditions. IN WITNESS WHEREOF, and intending to be legally bound hereby. each party hereto warrants and represents that this Agreement has been duly authorized by all necessary cor ore�te action and that this Agreement has been duly executed by and constitutes e valid and binding agreement of that party All signed copies of this Agreement will be deemed originals Signed signature pages rney be transmitted by facsimile or e-mail, end any such s�qnature shell have the same legal effect as an original signature Sewv�ces and L ce use Agree- ant page of ;Rev Ni � 4400 NE 77th Ave, Suite 275 Vancouver, WA 99662* 866-447-2,211 * wwwbridgefrontcorn u Client BridgeFront By By Name* ufan ala s Narne- Title Assistant City Manager Tale Date, to r"'IVED a a GALITY. w .ffT ............ by* .......... a� w ,m" I i dity kc�mu" ofto,ocoo Is u e v E 77th AVP, Suite 7 5 c�OC(j /er, VVA 98662 866-44; -221 I �',ate�ou TERMS AND CONDITIONS hours,and initiate worx,to confirm such susipecled error If I he error Definitions is confirmed cy BridgeFront and is within BricigieFront s reasonabie )!I' means Personal Information control BridgeFront will use cornmercially reasonable efforts to I——— L financial ar;�tax information,and such other information that is correct�,t,as part of the Support Services confidential or proprietary business information of either party '? eFront will delivered or disclosed pursuant to tftis Agre-,ement. ��5 Im, lementation& Tra)nfno Services, Bridg provide administrator training thirough an online training tutorial to be 1 2 1�rjqg�tFror�t C�tjtent"means the tridividual courses and scheduled at Client's convenience. Once BridgeFriont receives a libraries of courses provided­�Y-r BridgeFront and subscribled to by contract and perf'ornis Implerrentation, Bri�dgeFront will send an Client pursuant to the terms,of this Agreement, anmail to the Client's designated Administrator with Administrator and Student utilization instructions S,'*means the online VV'eb platform that alio�,Ns Students and Adt-mnistrators to access the Serv,,ces offerea 26 Comp V r Hardware and Promotions BridgeFront v4ill not pursuant to the ten;-ns of this Agreement p(ovide any computer hardw�are nor be responsible for maintenanCe, of computer hardware used to receive the Services, regacdless of 1 4 'Chent Conient' means,any content or other r-natenai that whether BricigeFront provide's a rebate or discovunt toyva�rds sucn Client submits to the BridgeFront MyLMS osing the Contenr Tools cornputer hardware in a promotion, Tne SaMe is true o!f any'Other promotional rebates or discounts R�idqeFront pr,ovides towards any Tools' rnean5 the Course Edilor CQUrse Builder products or se-i-vices o,ther than the'Servic�es speoific'�ffly outlined�n and Competency Management tools that allow Client to annotate or this Agreement, modify existing courses create new courses or establish li�sts of(or -11,1#11*1 111`�f- I---, """t,,�, linka,g,es between)courses.to establish mintrrium Competency 3. Permitteo,U-se., standards for its Students- 3 1 by i�it Client may use BridgeFront MyLUS to q� �_ "Personal Infon-nation"means information submitted by access the BridgeFront Content,Content Tools and Services for Students for personal identif`k-,ation, Personal Inforniabon May which Client has paid the applicable fees for Client's own internal include the name anid contact information for Students purposes 1 7 Serwces"means the BridgeFront MyLMS p(atform 3 2 Use�1.qLqq,entS Students may�,,Ase BridgeFroni MyVV1S BridgeFro-rit Content,Content,-roois and the Student Ser.�ices to access the BridgeFr�ont Content for their own e0ucat�onal and Administrator Services, Support Services arid Training professional advancement pu(poses Implementation Services as described in Section 2,together With ,any other services provided by BridqeFront to Client Prohibited Uses Except as expressly permitted in Inis Ag(eenient,, rion�e of the BnrigeFront Content may be copied 1 8 "Students means authonzed Users of the Student reproduced dvitributed republlshe<i, downioaded displayed', posted Services that may req!uire user registrai'lon and authenticatlon in or transmitted' -.n any forrn or oy,any mealns, inciudin,g wfthout compliance with terms of the Services limitation,electronic,mechanical,or by photocopying or recording,, without the prior written permission of BridgeFront Client C-And I 'User Data'means the Personal Information and'other Students may not de-compile, reverse engineer, modity,copy data ssubmitted and generated by Students under this Agreement distribute tran-smit, display, perform, reproduce, publish, license User Data will al�so include the educational transcript of Stucent's create derivative works,from,transfer or sell any Information, relating to the Services. software products or services,obtained from BridgelFroat MyLMS In ,,,io e ver't may Clieni or ainy Student, directly or indirectly sell or i 2. Slervices. sublicense any portion of the BridgeFront Content or upload, distribute or otherwise PUbliSh any portion of the BridgeFront 2 1' Student Services. BridgeFront will establish and n-iaintain Courseware�n any other form or mediurr unique Chent access to the BridgeFront MyLMS platform on the World Wide Web so that Students may�a)register (b)select enroll 34 Clie-� Clients and Students wi'll not Knowingly in,and take BrtdgeFront Courses, (c)take BrildgleFront Coutse upload to, aistrilOute or otherwise PL.JbilSh through BridgeFront exams and have exams gradea and scored and (d)access their MYLMS any content that violates or infringes the rights of any own User Data, pensons. including but not llmited to copyrights, patents trademarks, trade, secrets privacy or publicity rights 2 2 A_4!.jjLnts r,4L iq�Ls, BridgeFront will prov,.de, access to management services that allow specified Client personne)to track 4. Fees. Student actions, document the completion of courses oy Students and to annotate or modify GridgeFront Content and add Client 4 1 Us­zne Feei� Fees for the initia�l term are shown on the Content(if the applicable,Content Tools are seiecteo) cover sheet of this Agreement Additional fees will be dlue if the number of Students exceeds the number on the cover sheet or if 2,3 Sup ort Services- BridgeFront wilf provide accass to additional BridgeFront Content is subscribed to by Client Licenses BndgeFront's support personnel via e,-mail and telephone to,obtain a:re not transferrable unless less than 20%of the content has been answers,to questions regarding the routine provision Of Student riccessed Services and Administrator Services Support Services w1l be available to the Ctient.through one,Jocal system administrator for 4 2 P,ayLnqpt U,,.-,canse fees are due arid payable upon receipt each location utilmng'the Services,from 8 00,AM tio 5,00 P�A Pac1fc ,)f invoice as set forth or)the cover sheet Fees for subsequent years Time, Monday through Friday except for,norma�l holidays are d,ue and payable on the Effective Date anniversary Any other invoices, such as for additional Student fees,will be,dUe within 30 2 4 F--r r p r )rrectjon Services If Client or a Student ISLIS-Pert$ ,�_C -,ct� days of the invoice date, Fees not paid on tirne,wi,ll be subject to a: Mat an error is affecting any of the Student Services or Adm,�nistrator �ate fee of 1 5%per,month Services Client will notify BridgeFront of the SLIspected error BndgeFront wilil acXnowtedge such report within four(4�business Srtrvir,ei5 and Ll�,canse Agreerrient Dage ki')f 6' Rev 01`i,09� 4400 NE 77th Ave, SuiTe 275 Vancouver, �,w`)A 98662* 866-447-2211 * www.bridgefront.coni .........AN ."V�m�qww 43 Billing Un�ess notifiecl Otherwise BridgeFrontvrjfl seri�j iticleninifieu pa(ly's mate.rial'�,111L,Ire to comp�y w�th this Section or any payrrent information to C�ient s administrator at Ctjenj�s prillic pa offices listed oni!he cover page, delay in nolice to,the indernnitYM9 Party,that materially Prejudices its abil�lity to defend a legal action will re,lieve the indemnifying party of its obligations u,n:d'er this,Section 7 44 Taxes, Client will be responsible for any taxes other than Bridg,eFro nt incorne tax, applicable to or in connection with the Limitation of Liability., IN NO EVENT VV'ILL EITHER Services,renidered by BridgeFrorlit under this Agreement,, PARTY ITS AFFILIATES OR,ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,AGENTS,. REPiRES ENTAT IVES OR 5, Intellectual Property, S�UPPLtERS BE LIA61LE FOR ANY INDfRECT INCIDENTAL SPECIAL CONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES 5 1 Ownership BrildgeFront or its licensors reta,ir)ailright,wle RESULTING,FROM USE OF THE BRIDGEFRONT SERVICES and (riterest,to the BrildgelFront Coment and BndgeFront MyLMS INCLUDING, BUT NOT LIMITED TO ANYDAMAGES FOR LOSS, platform Cl�ent retains ail right, title and interest to the Client OF PROFITS, USE DATA OR OTHER INTANG IBLES EVEN IF'A Content except as expressly set forTh irl Section 5 2' PAR7Y\NAS ADVISED OF THE POSSIBILITY OF SUCH ,52 Use o(C�ent Content,,, Client gtarts 8ndgeFront a non. DAMAGES IN NO EVENT WILL THE AGGREGATE AMOUNT PAYABLE TO CLIENT FOR,ANY DAMAGES ARISING FROM THE exclusive royally'-firee license to,copy modify anid use the Client BRIDGEFRONT SERVICES OR THIS AGREEMENT(INCLUDING Content as needed to host tl�e Client Content on the BridgeFront WITHOUT LIMITATION,ANY WARRANTIES)EXCEED THE M,yLMS pJatfo,rm and display it as part,of the Bridgl eFront Content AMOUNTS PAID BY CLIENT TO 8RID�GEFRONT UNDER THIS Alil Client Co�nten't proviided as part of the Course Editor or COUrse AGREEMENT PROVIDED, HOWEVER,THAT THE FOREGOING' Builder will be delete<)by BrIdgelFront upon termination of this LIMITAT10N SHALL IN NO,WAY LIMIT,ALTER OR REDUCE Agreement BRIDGEFRON-rS OBLIGATION TO INDEMNIFY CLIEN'T IN 5,3 Trademarks, The t'adernarks, service marks and logos ACCORDANCE WFTH SEMON 7. (collectively the'Bridge F ront rradernarks")osed and displayed on 9. Termination, the BridgeFront,Content are registered and unregistered traderrarks of B,ridg,eFro�nt its licensors a:nd otners Nothing in this Agfeement. 911 Termination for Cao§e This Agreemeni rnay)oe the BridgelFron:MyLMS platform, our on any BridgeFront web�silte, terminated'by either party if the other parly�,ert-,.*to has malenafly should be construedcas granting, by iniplication estoppel or oreached this Agreement. provided, Inowever Mat no such otherwise, any I�cense,oir rig�,t to use any BnaqeF(ont Trademark tern,�ination will be effective unless(t')the terrnmating paily Provides without thewntten p,emiiission of th�e trademark owner Client and the written, noo.1ce("Terminationi Nooce"iv�a overnight cout�ief to the BridqeFrori,t wili refrain frorn using the other s riarne or logo as a link oltner party setting,forvi the facts,and circurnstances const�tuung Me rio any web stte unless establishment of'such a link is,approvedl in breach, arclk"o),the party Wleged to be in default,does,not cure sucn advance and in writing by,the owner of the name or,logo, default within ten business,clays following r,ece�pit of the Termination 6. Representations and Warranties. Notice In the event thatthe nature of the default specified in the Term�nation Notice cannot be reasonabiy cured within te�n business 6�1 Mu�tuai Representation Each pairl'y represents thait it has 'Jays(00owing receipt of the Termination Notice, a party will not be deemed to be in default if such parly will,within such ten,business, the,power to enter into this Agreement and to provide the content day period, present a schedule to cure the default,commences that it ptowdes to the other party cunrig sucft default and thereafter diligently executes the,saime to r�)2 Disclairner of VVIarranties.THE WARRANTIES completion within 90,days If the breach,specified in the Termination Notice is I�mely cured o,r cure is conimenced and diiligenrily Pursued CONTAINED IN'rKS SECTION 6 REPRESENT THE ENTIRE as prov,died abolve the Termination Notice will be cieemed resc�nded �iVARRANiTY OF BRIDGEFRONTWITI-i RESPECTTO THIS h�s Agreement wjl�continue in fUli force and effect, c)("�d t 6 AGREEMENT AND THE, SERVICES TO BE PROVIDED BY Notwithstanding the foregoing all Termination Notices for,non- �BRIOGEFRONT AND ARE IN LIEU OF ALL OTHER payment must be cured within,30 days of receipi It the de�auit VVARRANTIES,WRITTEN OR ORAL, EXPRESS STATUTORY OR specitied in the Termination Nlo,tice is not capab�le of cure a party IMPLIED EXCEPT AS OTHERWISE EXPRESSLY PROV�DED IN �.-vjO be deemed to be in default arid termination will occur upon THIS SECTION 6.AL,L BRIDGEFRONT SERVICES ARE reca�pt of the Termination Notice�, PROWDED"'AS IS"VVITHOUT WARRANTIES OF ANY KIND BRIDGEFRON'T'EXPRESSLY DISCLAIMS ANY IMPLIED 9,2 Terminati,on for Conventence, Client may terminatethis VVARRANTIES OF MERCHANTABILITY OR FITNESS FOR A Agreernent for conven:ence upon,30 days'wri"en notice Upon such, PARTICULAR PURPOSE temimation, no:refunds of pre-paid amounts,will be made and,if the 7. Indemnification, �errnirlation accurs,prior to thefinal,annual subscription fee payment in the current tera) an early termination fee equal to 2,5%of the reniaining annual subscription'fees in the current term will be MqLqpI lnd�*D2nijy, Each party will defend, indeninify and charged ho�d the other party tts officers,directors. emptoyees.conSUll ants and agents harmless from any loss,,I�abllity,damage cost,or 93 Post Termination Paygjt��t�i In the event of termination,of experise(including reasonable,counsel fees and�jtigation c,osts)�, e this Agreement by BndgeFrcint due to a def'a,ull by Client al'fees XISOIg 00 of any claims or s-,jits fl-iat may be madel or brought by previously due or,owing b*y C�'ient and Students as of the ciate of reason of any infringement or alleged irifringernent,of any patent, terminatton w6l be irnineriiately due and Payable in,fuil In the event traiden"iark,copyright or trad�e secret,right resulting from the of termination of'this Agreement by Client dl�,je to a defa�uill by BrIdgeFront Services(,,where 13indgeFront, is the si-idernmfying parly) BridgeFriont, BridgeFront will reitrburse Chient for any amounts,patcl, or tt)e Cl:erit Content iwhere Client is the inderrinifying party) ny Clfer-vt for Services riot pirovidled Prior to toarni,tniation This ss in i-iddition to any other rernhedies availableto the parties,at law 12 Procedwqr , The party see�king to be indemnified milgive thie indemnifying party(i)written notice of any claim as soon as 94 Su�rvival In the event of termination o,f this,Agreement the possible aitter 4s first knowledge thereof, 1��i)sole contirro,I of the colver sheet and Sectjons,4, G-2 7 8, 111 10 and 11 will survive in, defense of any legal action,and oti)such a,ssis,tance, at the accordance with their terms indeninifying party's expense, as may r�easoniably be reqiues,ted to defend or settle such claim The indemni,tying party w�ll not settle any claim without the,other party's express writteri consent unless such settlement colm�pletel!y releases the other,party. The Swvces and Liceri.se Agreement 5 C f 65 4400 NE 1*077th Ave, Suite 275 Vancouver, WA 986629 866-447-21211 o www,1)r(0 q,efron t.co m '10� Non-disclosure and Seculrity 11 5 Force MALtqi� Neiflier parl�will LIE, liable norcleeryied 1,0 10 1 Except as othe�rwise provided in this be in default,of its obligations nereuncer for any celay or failure in Agreement, both parties expressly underlake to retain in confidence performance unaier this Agreement ot otner interruption oif se(vice all Confidential Information and to rnalke no use�of such inforniation f,esulting.-directly or indirectly, frorn acts of G,od,c�vil or military except for the purposes of th�is Agreement Eithe�r pa,rty may disclose authority any acts of war or ill unrest including,. buit not�imited to Confident;cal Information as required by governmental oir juaicial terrorist attacks, intergalact�c confrontations, accidents natural order provided such party glivles the olt,her party prompt noiice of disasters of catastrophes 5, trikes,or other work stoppages or any suc,h order arid complies with any confidentiaitty or protective order other cause beyond the reasonable control of the party affected imposed on such disclosure thereby 10 2' Disclosure for Reglorlin., , n the regular coorse of Ili 6 Inde endent Contractors- Each party to this Agreement is performing the Services, eridgelFront mila�y distribute certain. User an indepiendent contractor and this Agreement will not be construed Data to licerising organizations for the benefit of Students The as creating a jo,int venture,partnership,agency or employment release of such information is consistent with the current practice relationship between the parties hereto nor will either party have the used by Students the,rnselvels when reporting educational activity for right, power or authority to create any obligation or duty, express or credtt toward professional licensure BridgelFront will release only implied,-or behalf,of the other the minimum;nforniation required bythese organizations to adequately credit Students for educational activities compieted Il 7 SeverabiLity If any prov,is,ior of this Agreement is finally held by a court or arbitration panei of competent jurisdiction to be 10�3 Aggregated Data Client grants,BridgeFront an uniaWfUl the remaining provisions of this Agreement will illemain in Unrestnicted, royalty-free, u'revocable license to maintairl and full force and effect to the extent that the parties' intent can oe distribute aggregated compilations of User Data("Aggregated Data"i lawfully enforced.Withii llirriting the,generality uf the foregoing it �5 such that Personal Information and the identity of Client are aof expressily agreed'that the terms of any Client purcoase order will be inclluded Aggregated Data will be used for rneasurement of subject io the ternis of Mis,Agreement and that any acceptance of a performance norr-ris,for all BridgelFront clients and will likewise purchase order,by BridgeFront will be for,acknowledgment purposes incJudle performance information generated by other BridgeFront only arid none of the terms set forlh in the purchase order will be ,clients The process of collecting and generating Aggregated Data binding upon BridgeFront assists BridgeFront c,l,ients to traximize the effectiveness of the Services fo,r their employees BridgelFront will adhere to all Gq)LerqLMLaw, This Agreement will be governed by,the Department of Health and Hunian Services or United States laws of Washington,without regard to conflict of laws rules qovernmental regulations regarding privacy of User Data The right to mainiain and ditstribute Aggregated Data,will survive this 11 9, E�LOjigty, BridgeFront may identify Client as its customer Agreement BridgeFriont will or-olvide Ciient with Aggregated Data and use Client's name in surtable advertising. press releases:and upoll 1'equest sales presentations Ot�iervwilse BrildgeFron!t and Client will not frake any public,use of the nanie service marks, trademarks or logosl of 10, 1 securit � Bridge F-ro rit has inaustry standard secu,rity the,other parlywithout trie other party's written consent procedures arid plans in place io,protect the Personal Information and Oser Olata from unauthorized access, BridgeFront will disclose ill 10 Nob-c"es.Any nolt�cel under th;is Agreement will be in vvntirig to Client such security Procedures and plains upon request and,will and delivered by pller'sonal delivery express courier confirmed unless protv-bited by law or restricted by request of law enforcement. facsimile,or certified or registered mail, return receipt requested promptly inform Client of any materiall Security breaches with respect and wilill be deemed given upon,personal delivery, one day after to,the Personal Information of User Data of Client's Students deposit with express courier, upon confirmation of'recelpt of faicsirnile,,or five days,after deposit in the mail', Notices will'be sent Miscellaneous to a pa,ily at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to th'is ��qgLnjqyj_Fees. In the ewent of breach by either party of Section any provision this Agfeement, the prevailingl party will be entitled to recover its reasonable attorneys'fees and costs 11 11 Assign Neither party may assign this Agreement ir incurred,in enforcement of the provisions o�t this Agreement agamst whole or in part,without,the other party's wr;tten consent except die defaulting or breaching party Mat no consent will be required for an asSignment ii) as part of a merger,reorganization or a sale of all ot substantiatly all of such 11 2 tjead'��s., Captions arid headings to sections are included party's assets or�'ij)to a parent or wnolly owned subsidiary The, solely for convenience and are not iintended to affect the assigning patiy in any authorized assignment without consent will interpretation of any provision of this Agreement. provide reasonable notice to the other party ThisAgreement will inure to the benefit of arid be binding on any respective successors 3# Amendme tits,V�aiy@�r§ No amendment modification or a,nd perwt-itted assigns of the parties waiver of any proviston of this,Agreement vvlll-�e effective unless it is set forth in a writing that refers,to this Agreement and is executed'by 11 '12 E!2jge Agfttm, ,,�Lit This Agreement,together with any an authorized representative of each party hereto. No failure or exhilzitts or attachments identified on the cover sheet, contains tne delay by any party in exercising any right, power or remedy will full and complete expression,of the rights and obligations,of the operate as a waiiver of any such right, power or remedy parties If any proviston of this Agreement conflicts with any exhibit or attachment,to this Agreement,this Agreement will control, This 11 4 No Third Part)LQenPfrqiaries, This Aglre,ement Agreement supersedes alil other previous or contemporaneous .e is riot in,tended and will'not be constrUed to create any rights for any third agreements,written or oral,made by the parties concerning the party su�bject matter hereof Se;-.l anil,t.,v-,Pnse Aort;�ement pa g le 6 o �Rev OTl 4400 NE 7-1th Ave, Suite, 275 Vancouver, WA 98662* 366-4147-2211 o www.bridgefront-conil ....-.......... ........................