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General Provisions

Transfer/Assignment

A party to this Agreement may not assign, delegate, or otherwise transfer any or all of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, either party may from time to time assign this Agreement to:

  • one or more of its then consolidated affiliates; or
  • an acquirer of all or substantially all of its business or assets; and to the extent of any such assignment, the relevant references in this Agreement to the assigning party shall apply to such affiliate or acquirer, as the case may be, provided that such affiliate or acquirer assumes all of the obligations hereunder in writing and, in the case of an assignment by CUSTOMER, such assignment or acquisition shall not expand the scope of the license as set forth on the applicable Sales Order nor shall the Software be permitted to be used by any business operations other than as specified on the applicable Sales Order and as were using the Software immediately prior to such assignment or acquisition.

Notices

Any notice to be given hereunder will be in writing and addressed to the party and address stated below or such other address as the party may designate from time to time by written notice. Except as otherwise expressly provided in this Agreement, notices hereunder will be deemed given and effective:

  • if personally delivered, upon delivery;
  • if sent by overnight rapid-delivery service with tracking capabilities, upon receipt;
  • if sent by facsimile or electronic mail, at such time as the party that sent the notice receives confirmation of receipt by the applicable method of transmittal; or
  • if sent by certified or registered United States mail, upon receipt.

For notice to Customer:

The address and contact information listed in the applicable Sales Order

For notice to ASHLIN:

16701 Melford Blvd, Suite 400, Bowie, MD 20715

Attention: Samuel Botts, Jr

Governing Law

This Agreement and all matters arising out of or in connection with it shall be construed and enforced in accordance with, and governed by, the substantive laws of the State of Maryland, United States of America, without regard to the conflict of laws principles thereof. The parties hereby expressly submit to the exclusive jurisdiction of the federal and state courts located in County of Prince George’s and State of Maryland for resolution of all disputes arising under the terms of or in connection with this Agreement (including non-contractual claims) and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. ASHLIN, in its sole discretion, shall have the right to seek a preliminary, interim or preventative injunction in respect of any breach of its Intellectual Property rights in any jurisdiction and court.

Relationship of the Parties

In performing their respective services hereunder, CUSTOMER and ASHLIN shall operate as and have the status of independent contractors and shall not act as or be a partner, joint venture, agent or employee of the other. Neither party shall have any right or authority or assume or create any obligations or make any representations or warranties on behalf of the other party, whether expressed or implied, or to bind the other party in any respect whatsoever

Electronic Communications

The parties acknowledge that they may correspond or convey documentation via various forms of electronic transmission (including, but not limited to, e-mail, FTP, and cloud-based sharing and hosting applications) and that neither party has control over the performance, reliability, availability, or security of these electronic transmission methods. Therefore, neither party will be liable for any loss, damage, expense, harm, disclosure, or inconvenience resulting from the loss, delay, interception, corruption, disclosure, or alteration of any electronic transmission due to any reason beyond its reasonable control or Force Majure. ASHLIN also offers its Customers the opportunity to use a secure internet portal for the exchange of confidential information using commercially standard encryption protocols. Use of this portal may require the execution of a separate user agreement.

Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its expiration or termination, neither party will actively solicit, employ, or otherwise engage any of the other party’s employees (including former employees) who were involved in providing or receiving Services under this Agreement. In the event that either party breaches this provision, the breaching party agrees to pay to the aggrieved party within thirty (30) days after demand an amount equal to the greater of $50,000 or one hundred percent (100%) of the annual base salary of any such employee. For avoidance of doubt, the foregoing does not prohibit either party from employing individuals who were not involved in a Statement of Work related to this MSLA.

No Agency

ASHLIN is an independent contractor and neither party’s employees will be considered employees of the other party for any purpose. This Agreement does not create a joint venture or partnership, and neither party has the authority to bind the other to any third party.

Headings

The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

All Amendments in Writing

The terms and conditions of this Agreement shall apply to all Sales Orders except that in the event of a conflict between the terms of a Sales Order and the terms of this Agreement, the terms of the Sales Order shall prevail with respect to that Sales Order only, unless the provision on the Sales Order expressly amends the terms of this Agreement. Except for the foregoing, no provisions in CUSTOMER’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by an Authorized Representative of each party to this Agreement.

Waiver

Neither a delay nor a failure of either party to enforce any of the provisions of this Agreement shall be interpreted or construed to be a waiver of that party to enforce the same or any other provision hereof.

Severability

In the event that any provision of this Agreement is determined for any reason to be invalid or unenforceable as written, such provision shall be deemed inoperative only to the extent that it violates or conflicts with law or public policy, and such provision shall be deemed modified to the extent necessary to conform to such law or policy. All other provisions of this Agreement remain in full force and effect.

Entire Agreement

The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.

Miscellaneous

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original (a facsimile will be deemed an original), but all of which taken together will constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions.

Audits

At ASHLIN’s discretion and upon reasonable advance notice, and no more than once per calendar year, ASHLIN reserves the right to conduct periodic reviews and audits to verify compliance with the terms of this Agreement.

Authorized Representatives

The Parties authorized representatives shall be: For ASHLIN: CEO, COO For CUSTOMER or SVP.

For the Customer: The person who issued and signed the Sales Order or Customer’s CEO.

CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND AGREES TO BE BOUND BY ALL OF THE TERMS.

Copyright 2024 ASHLIN Management Group, Inc. All Rights Reserved.