Reso 2026-4033 - Laserfiche WebLink

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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA Exhibit A - RFP E-03-22 (Revised 9/112016) Buyer will have no right to cure) if Buyer either fails to pay any amount when due or violates the provisions of paragraph 14 below. The right to terminate is in addition to any other remc4 that may be available. A waiver of a default in ono instance dneq not extend to any subsequent default. 13. Export Sales, For any Product dint will be exported from the U.S.A. by Buyer or another Party, all export -related requirements are the sole responsibility of Buyer or the Exporter. Seller is not responsible for compliance with U.S. export control laws or requirements in such transactions unless it a roes to assume (hut rea7runsibility in writing. Buyer ackhowledges drat Nroducl was designed and produced solely for commercial purposes. Further. Buyer agrees that unless specifically licensed by the United States government, no Product received from Seller is Wended to be nor will be, shipped either directly or indirectly, to any country entity, or person or for any end -use drat is prohibited under die Export Administration Regulations (" L'AR"), Office of Foreign Assets Control OFAC") regulations, International 'Traffic in Arms Regulations {STAR" Nor as otherwise prohibited by any applicable law or regulation. Any diversion contrary to U.S. law is strictly prohibited. Buyer shall indemnify and hold Seller harmless fruin all tines, penalties, costs. and expenses (including reasonable attorney fees) incurred by reason of the breach of il,e foregoing. Except where Seller has specifically provided to Buyer in writing the appropriate documentation necessary to substantiate that Product is eligible Apia NAFI'A or other preferential duty treatment. Product sold hereunder is dcamed not eligible fbr NAFI'A or any preferential duty treatment. For any Product that will be exported from the U.S.A. byy Buyer, Seller reserves all rights as a manufacture,• under 19 U.S.C. 411 3 and related regulations and reserves all rioits to claim drawback. Buyer will provide Seller with proof of export satisfuctory to Seller and any other information needed by Seller for the timely and accurate filing of Seller's claim. 14. Trademarks. Buyer will not use Seller's name, trade or service marks, or trade dress in any way with regard to the Products. 15. General. (A) The sole of Products to Buyer, and this Agreement, will be governed by Ohio law, without giving effect to its principles of conflict of laws provisions and excluding the United Nations Convention on Contracts for the International Sales of Goods. (B) Buyer's obligations in paragraphs 2, 5, 6. 11, 13. and t4 above will survive termination of this Agreement. (C) The invalidity or unenforceahility of any part of this Agreement will not affect the validity or enforceability of its remaining pprevisions. (D)This Agreement, and any rights or duties under it may not be assigned or delegated by Buyer; any attempted assignment or delegation by Buyer will be void. (F.) In the event of a sale or transfer of all or substantially all of Buyer's equity shares or assets, or a controlling interest in either, by merger, acquisition. exchange, joint venture• or tither similar transaction. Seller may, at its sole option, immediately terminate this AgreemenL (F) No claim or notice relating to this Agreement to be given to Seller will be valid unless sent by certified mail return receipt requested or by a national overnight courier service to Seller addressed as follows: Manager, Wholesale Marketing, Marathon Petroleum Company LP, 539 South Main Street, Findlay, Ohio 45940. All notices given by Seller to Buyer may be sent to the addresses shnwn on the must recent written correspondence sent to Seller by Buyer. or to such addresses as may be requested in writing by Buyer in the future. (G) No amendment or modification of this Agreement will be valid unless made in a writing slgned by authorized representatives of both parties. Any attempt by either party. through a jab order, purchase order. invoice, or other document, to vary in any degree any of the terms of this Agreement will be deemed immaterial and will be void, unless contained in an amendment executed as specified hereinabovc. (II) No failure to exercise or election not to exercise any of a party's rights hereunder will constitute any waiver or modification of such rights, or be deemed to be a course of performance or dealing, modifying or waiving the parties' rights, remedies, duties, obligations or liabilities under this Agreement or any part thereof. (1) This Agreement contains the entire agreement of the parties with respect to its subject matter. f425885.DOCX I