R2025-013 Resolution Authorizing a Four-Year Sponsored Research Agreement with the Board of Trustees of the University of Illinois for Real-Time Mahomet Aquifer Monitoring

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orders issued after this Agreement do not amend or supplement the terms of this Agreement but are issued as a payment mechanism only. 10.6 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written approval of the other party. 10.7 Amendments. No modification of this Agreement shall be effective unless made by a written amendment signed by each party's authorized signatory. 10.8 Governing Law and Jurisdiction.This Agreement is governed by and construed in accordance with the laws of the State of Illinois, U.S.A., without reference to its conflict of laws provisions.Any claim against UNIVERSITY shall be made in the Illinois Court of Claims. Any dispute arising out of or related to this Agreement shall be litigated in state court located within the State of Illinois. COMPANY: (i) consents and submits to the jurisdiction of any state court located within Illinois; (ii) consents to delivery and service of process by means of the notice provisions established in this Agreement; and (iii) shall not bring any action or claim against UNIVERSITY in any other jurisdiction. 10.9 Export Control. Each Party acknowledges that performance of all obligations under this Agreement is contingent on compliance with applicable United States laws and regulations controlling the export of technical data,computer software, laboratory prototypes and other commodities.The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States government and/or written assurances by COMPANY that COMPANY will not re-export data or commodities to certain foreign countries or nationals thereof without prior approval of the cognizant government agency. Prior to providing UNIVERSITY with any items subject to export control laws, COMPANY will notify UNIVERSITY and identify the items at issue and the applicable export control laws. UNIVERSITY may decline to accept any export-controlled items. COMPANY will direct all notices given under this section to UNIVERSITY's Export Compliance Officer,Sponsored Programs Administration; 1901 South First Street, Champaign, IL 61820; email: exportcontrols@illinois.edu 10.10 Resolution of Disputes.The parties will enter into good faith negotiations to resolve any disputes arising from this Agreement. Resolution will be confirmed by written amendment to this Agreement. If the parties cannot resolve any dispute amicably through negotiation, either party may terminate this Agreement in accordance with Article 3 and pursue any other legal remedies available. 10.11 Waiver. The failure of either party at any time to enforce any provisions of this Agreement shall not constitute a waiver of that party's right to later enforce the provision or all terms of the Agreement. 10.12 Counterparts. The parties may sign this Agreement in counterparts, which together constitute the Agreement. Facsimile, copied, and electronic signatures, such as in a scanned PDF, constitute original signatures. 10.13 Notices. To be enforceable, all notices must be in writing and sent by either certified mail, return receipt requested, or by commercial overnight courier service to the party's representative named below. Notices shall be effective upon actual receipt. Each party may change its representative at any time by written notice to the other party. Page 6 of 7 SPA Form 12032021