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14. Miscellaneous a. Use of contractors, Microsoft may use Contractors td perform services, but wilt be responsible for their performance subject to the terms of this agreement b. Microsoft as independent contractor, The parties are independent contractors. Enrolled Affiliate and Microsoft each may develop products independently without using the other's Confidential Information. c. Notices. Notices to Microsoft must be sent to the address on the signature form. Notices must be in writing and will be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may prov+de information to Enrolled Affiliate about upcoming ordering deadlines, services, and subscription information in electronic form, including by email to contacts provided by Enrolled Affiliate. Emails will be treated as delivered on the transmission date. cl. Agreement not exclusive. customer is free to enter into aclreements to license, use or promote non -Microsoft products. e. Amendments. Any arnendmerit to this Agreement must be exeeuted by both parties, except that Microsoft may change the Product Terms and the Use Rights from time to lime In accordance with the terms of thls Agreement. Any conflicting terms and conditions contained in an Enrolled Affiliate's purchase order will not apply, Microsoft may require Customer to sign a new agreement or an anienrinient before an Errolled Affiliate enters into an Enrollment under this agreement. r f. Assignment. Either party may assign this Agreerneril to an Affiliate, but must notify the other party in writing -of the assignment. Any other proposed assignment must be approved by the non -assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned agreement Any attempted assignment Without required approval will be void. g. Appltcable lawn; dispute resolution. The terms of this Agreement will be governed by the laws of Customer's state, without giving effect to its conflict of laws. Disputes relating to this Agreement will be subject to applicable dispute resolution laws of Customer's stale. h. Severability. If any provision in!this agreement is held 10 be unenforceable, time balance of the ngreernent will remain in full force and effect. i, Waiver. Failure to enforce any' provision of this agreement will not constitute a waiver. Any waiver must be in uniting and signed by the waiving party. j. No third party berieficlaries. This Agreement does not create any third party beneficiary rights. " k, Survival. Ali provisions survive terrninalion or expiration of this Agreement except those requiring performance only during the terra of the Agreement. I. Managamcnt and Reporting. Customer andior Enrolled Affiliale may manage account details (e.g., contacts, orders, Licenses, software downloads) on Microsoft's Volume Licensing Service Center, ("Vk.SC') web site (or successor site) at. fittl15JIMAv Mcrosoft conillicensingfservu:ecenter. Upon the effective date of this Agreement and any Enrollments, the contacts) identified for this purpose wilt be provided accr;ss to this site and may authorize additional users and contacts. in. Order of precedence. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their, terms will control in the following ortler, from highest to lowest priority: (1) this Enterprise Agreement, (2) any Enrollment, (3) the Product Terms, (4) the Online Services Terms, (5) orders submitted under, this Agreement, and (6) any other documents In this Agreement Terms In an amendrnerrl cuntrol over the amended document and any prior amendments concerning the some subject rnitter, a=a�n1 r linyi fuSIS�GrkwG)fnov2o rrst r'.3q- rppf II U�,crimenl X20 10209 City Council 18 — 106 1/20/2026