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10.1. FISCAL MANAGEMENT. UNIVERSITY will maintain complete and accurate accounting records in <br /> accordance with accepted accounting practices for institutions of higher education. UNIVERSITY will <br /> make the accounting records available for inspection and audit by SPONSOR or its authorized agent, at <br /> reasonable times upon reasonable notice at SPONSOR's expense for three years following the end of <br /> UNIVERSITY's fiscal year(July 1-June 30)in which Research Costs are incurred. <br /> 10.2. USE OF NAMES. Neither Party will use the name of the other in any form of advertising or <br /> publicity without the express written permission of the other Party. SPONSOR shall seek permission <br /> from UNIVERSITY by submitting the proposed use, well in advance of any deadline, to the Associate <br /> Chancellor for Public Affairs,University of Illinois via email at publicaffairs@illinois.edu. <br /> 10.3. RELATIONSHIP OF THE PARTIES. Neither Party is agent, employee, legal representative, partner or <br /> joint venturer of the other.Neither Party has the power or right to bind or commit the other. <br /> 10.4. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws <br /> of the State of Illinois,U.S.A.,without reference to its conflict of law provisions. <br /> 10.5. THIRD PARTY BENEFICIARIES. This Agreement does not create any rights, or rights of enforcement, <br /> in third parties. <br /> 10.6. SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement legally <br /> invalid or unenforceable,such finding will not affect the validity or enforceability of any other provision <br /> of this Agreement and the Parties will continue to perform. If the Agreement cannot be performed in <br /> the absence of the provision,this Agreement will terminate upon 30 days'written notice by one Party to <br /> the other Party. <br /> 10.7. MERGER. This Agreement and all attachments embody the entire understanding of the Parties <br /> and will supersede all previous or contemporaneous communications,either verbal or written, between <br /> the Parties relating to this Agreement. Purchase orders,or similar payment instruments,issued after this <br /> Agreement is signed do not amend or supplement the terms of this Agreement but are issued as a <br /> payment mechanism only. <br /> 10.8. AMENDMENTS. No modification to this Agreement will be effective unless confirmed in a written <br /> amendment signed by each Party's authorized representative. <br /> 10.9. COUNTERPARTS. The Parties may sign this Agreement in one or more counterparts,each of which <br /> constitutes an original and all of which together constitute the Agreement. Facsimile or scanned PDF <br /> signatures shall constitute original signatures for all purposes. <br /> 10.10. ASSIGNMENTS. This Agreement shall bind, and inure to the benefit of, the Parties and any <br /> successors to substantially the entire assets of the respective Party. Neither Party may assign this <br /> Agreement without first obtaining the prior written consent of the other Party, and any attempted <br /> assignment is void. <br /> 10.11. FORCE MAIEURE. Each Party will be excused from performance of the Agreement only to the <br /> extent that performance is prevented by conditions beyond the reasonable control of the affected <br /> Party.The Party claiming excuse for delayed performance will promptly notify the other Party and will <br /> resume its performance as soon as performance is possible. <br /> SPA Form <br /> Updated 08012018 <br /> Page 7 of 9 <br />