Res 2014-073/Upland did not sign agreement - Renegotiated Chapter 380 between COSM and Upland Analytics, Inc.

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in the state court of appropriate jurisdiction for the action in Hays County, Texas. Mandatory venue for any matters in federal court will be in the United States District Court for the Western District of Texas. Section 8.06. Assignment. Upland may not assign any of its rights, or delegate or subcontract any of its duties under this Agreement, in whole or in part, without the prior written consent of the City. Section 8.07. Right of Offset. The City may, as an offset, deduct from payments due to Upland under this Agreement any amounts owed by Upland to the City arising from contractual obligations, obligations imposed by laws, ordinances or regulations or by order of any court, whether such amounts owed to the City relate to the subject matter of this Agreement. Section 8.08. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective while this Agreement is in effect, such provision shall be automatically deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such deleted provision, there shall be added as part of this Agreement a provision that is legal, valid and enforceable and that is as similar as possible in terms and substance as possible to the deleted provision. Section 8.09. Sole Agreement. This Agreement constitutes the sole and only Agreement of the Parties hereto respecting the subject matter covered by this Agreement, and supersedes any prior understandings or written or oral agreements between the parties. Section 8.10. Amendments. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing and dated subsequent to the date hereof and duly executed by the parties hereto.