R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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' R 34. Non-waiver. No term or provision of this Agreement. The wording used in this Agreement will be deemed waived and no Agreement is the wording chosen by the breach will be deemed excused unless such parties to express their mutual intent, and no waiver or consent will be in writing and signed rule of strict construction will apply against by the party claimed to have waived or either party. consented. No consent by any party to, or 39. Entire agreement. If Customer's purchase waiver of, a breach by the other will constitute order form is provided to AOS in connection a consent to, waiver of, or excuse for any with this Agreement, the terms and different or subsequent breach. conditions of that form will be superseded by 35. Partial invalidity. If any provision of this the provisions of this Agreement. This Agreement is held to be unenforceable, the Agreement constitutes the entire agreement remaining provisions will continue in full between the parties with respect to the force and effect. In addition, the parties or subject matter hereof. the court will modify any unenforceable 40. Governing law. This Agreement will be provision so as to make it enforceable under governed by the laws of the State of Kansas, applicable law, while keeping the modified without reference to conflict of law principles. provision as consistent as possible with the However, if any version of the Uniform original intent of the parties. Computer Information Transactions Act 36. Assignment. Neither party's rights or (UCITA) is or becomes a part of the law of obligations under this Agreement (except the the aforementioned state, said statute will right to receive money) will be assigned or not govern any aspect of this Agreement, delegated without the written consent of the and instead the law as it existed prior to the other party, except that either party may enactment of that statute will govern. without such consent assign all of its rights 41. Consents, permissions and approvals. If and delegate all of its obligations under this a provision of this Agreement requires one Agreement to an entity: (a) which such party party to obtain the other party's written owns or controls: (b) by which such party is consent, permission or approval (or similar owned or controlled; or (c) which is under common ownership or control with such indication of agreement) with respect to a party. In addition, Customer may with AOS's specified matter, such consent, permission consent assign its rights and delegate its or approval (or similar indication of obligations under this Agreement to an entity agreement) will, unless otherwise expressly to which Customer transfers substantially all stated in the applicable provision of this of its assets relating to this Agreement. Any Agreement, be valid if and only if it is given consent required by this paragraph will not on a paper document manually signed in ink be unreasonably withheld, conditioned or by an authorized representative of the party delayed. In the case of any assignment giving such consent, permission or approval permitted hereunder without the other party's (or similar indication of agreement). consent, the assignor will promptly notify the Notwithstanding the foregoing: (a) if the non-assigning party in writing of the party's authorized representative faxes such assignment and will include in its notice a amanually-signed paper document to the statement of the facts that permit other party, the faxed copy of the manually- statement of consent. signed paper document will be valid to the same extent as the original; and (b) in no 37. Successors and assigns. This Agreement event may any provision of this Agreement will inure to the benefit of and be binding be changed via email or by any document upon the respective successors and which is signed by only one party, assigns, if any, of the parties. Nothing in this 42. Notices. If a provision of this Agreement paragraph will be construed to permit any specifies that a "notice" to the other party attempted assignment that would be must be "written" or "in writing" or that a unauthorized pursuant to any other provision ' of this Agreement. party is to "notify" or give "notification" to the other party in writing, then the written notice, 38. Construction. The paragraph headings in to be valid, must comply with the following this Agreement are for reference purposes requirements unless (and to the extent) the only and will not be deemed a part of this provision of this Agreement in which the 7 WA 867475.2