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<br />GDSVF&H\9154876.4
<br />GDSVF&H\9154876.4 LA515\1\1011954.v2
<br />not a partner, joint venture, or agent of Customer and shall not bind nor attempt to bind Customer to any contract without
<br />Customer’s prior written approval on a case-by-case basis. BS&A is responsible for hiring, firing, and supervising its
<br />personnel is solely responsible hereunder for its personnel, including without limitation for: (a) payment of compensation
<br />to such personnel; (b) withholding (if applicable), paying, and reporting, for all personnel assigned to perform services
<br />(including Professional Services) in connection with this Agreement, applicable tax withholding, social security taxes,
<br />employment head taxes, unemployment insurance, and other taxes or charges applicable to such personnel; and (c) health
<br />or disability benefits, retirement benefits, or welfare, pension, or other benefits (if any) to which such personnel may be
<br />entitled. For purposes of clarity, BS&A’s personnel will not be eligible to participate in any of Customer’s employee benefit
<br />plans, fringe benefit programs, group insurance arrangements, or similar programs.
<br />15.2 Entire Agreement. This Agreement, together with any other documents incorporated herein by
<br />reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement
<br />and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both
<br />written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in
<br />the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following
<br />order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by
<br />reference.
<br />15.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications
<br />hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page
<br />of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in
<br />accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier
<br />(with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case,
<br />return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i)
<br />upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this
<br />Section.
<br />15.4 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached
<br />this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to
<br />make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable
<br />control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other
<br />civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken
<br />by a governmental or public authority, including imposing an embargo.
<br />15.5 Amendment and Modification. No amendment or modification to this Agreement is effective unless it
<br />is in writing and signed by an authorized representative of each Party.
<br />15.6 Waiver. No failure or delay by either Party in exercising any right or remedy available to it in connection
<br />with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective
<br />unless made in writing and signed by an authorized representative of the Party granting the waiver.
<br />15.7 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
<br />such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or
<br />render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other
<br />provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to
<br />effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions
<br />contemplated hereby be consummated as originally contemplated to the greatest extent possible.
<br />15.8 Governing Law; Submission to Jurisdiction. To the extent permissible under applicable laws, this
<br />Agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving
<br />effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any
<br />jurisdiction other than those of the State of Minnesota. To the extent permissible under applicable laws, any legal suit,
<br />action, or proceeding arising out of or related to this Agreement must be instituted in the federal courts of the United
<br />States or the courts of the State of Minnesota in each case located in Washington County, Minnesota and each Party
<br />irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
<br />15.9 Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder
<br />(except in the case of either Party utilizing authorized subcontractors and consultants), in each case whether voluntarily,
<br />involuntarily, by operation of law or otherwise, without the prior written consent of the other Party. Any purported
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