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Docusign Envelope ID: 3F9554CD-064F-42A7-B10A-7261BCC15FD6
10.3
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary
right title and authority and hereby authorizes Flock to install the Flock Hardware at the
designated locations and to make any necessary inspections or maintenance in connection with
such installation.
10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional
manner within a commercially reasonable time from the Effective Date of this Agreement. Upon
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for
the length of the Term. Flock may use a subcontractor or third party to perform certain
obligations under this Agreement, provided that Flock’s use of such subcontractor or third party
shall not release Flock from any duty or liability to fulfill Flock’s obligations under this
Agreement.
11. MISCELLANEOUS
11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal
laws, regulations, policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid,
that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either
Party, without prior consent. Notwithstanding the foregoing, either Party may assign this
Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or
(ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of
merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), and the City of
Newport News City Form Contract and any attached exhibits are the complete and exclusive
statement of the mutual understanding of the Parties and supersedes and cancels all previous or
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