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Crossroads Software Maintenance and Enhancement Services VDH PAGE 24 Contract # VDH-21-707-0156

or fraud, and that Supplier has not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or subcontractor in connection with their proposal or the terms of this Contract. Further, Supplier warrants that it has not conferred any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, on any public employee having official responsibility for this procurement transaction, unless consideration of substantially equal or greater value was exchanged. In addition, Supplier warrants that it will notify VDH if it becomes aware of a potential conflict of interest in the future. F. Governing Law This Contract is governed by and will be construed in accordance with the laws of the Commonwealth of Virginia without regard to that body of law controlling choice of law. Any and all litigation relating to this Contract must be brought in the circuit courts of the Commonwealth of Virginia. The English language version of this Contract prevails when interpreting this Contract. The United Nations Convention on Contracts for the International Sale of Goods and all other laws and international treaties or conventions relating to the sale of goods are expressly disclaimed. The Uniform Computer Information Transactions Act applies to this Contract only to the extent required by Code § 59.1- 501.15. G. Assignment This Contract is binding upon and will inure to the benefit of the permitted successors and assigns of VDH and Supplier. Supplier may not assign, subcontract, delegate or otherwise convey this Contract or any of its rights and obligations under this Contract, to any entity without the prior written consent of VDH, and any attempted assignment or subcontracting without consent will be void. VDH may assign this Contract to any entity, so long as the assignee agrees in writing to be bound by all the terms and conditions of this Contract. If any law limits the right of VDH or Supplier to prohibit assignment or nonconsensual assignments, the effective date of the assignment will be 30 calendar days after the Supplier gives VDH prompt written notice of the assignment, signed by authorized representatives of both the Supplier and the assignee. Any payments made prior to receipt of such notification will not be covered by this assignment.

H. Severability Invalidity of any term of this Contract, in whole or in part, will not affect the validity of any other term. VDH and Supplier further agree that in the event such provision is an essential part of this Contract, they shall immediately begin negotiations for a suitable replacement provision. I. Survival Any provisions of this Contract regarding Software License, Rights To Work Product, Warranty, Escrow, Confidentiality, Content Privacy and Security, Liability, Indemnification, Transition of Services, the right to purchase Maintenance Services, and the General Provisions will survive the expiration or termination of this Contract. J. Force Majeure No Party will be responsible for the delay or failure to meet its obligations under this Contract if the delay or failure arises from causes beyond the reasonable control and without the fault or negligence of the obligated Party. If any performance date under this Contract is postponed or extended pursuant to this Section for longer than 30 calendar days, VDH, by written notice given during the postponement or extension, may terminate Supplier’s right to render further performance after the effective date of termination without liability for that termination, and in addition an VDH may terminate any order or SOW affected by such postponement or delay. K. No Waiver Any failure to enforce any terms of this Contract will not constitute a waiver. L. Remedies The remedies set forth in this Contract are intended to be cumulative. In addition to any specific remedy, VDH reserves any and all other remedies that may be available at law or in equity. M. Right to Audit VDH reserves the right to audit those Supplier records that relate to this Contract or any SOW or orders issued here-under. VDH's auditing rights are limited as follows: i. three (3) years from termination of the Contract; DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E