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14.6 Assignment.Neither Client nor LIV may assign any of its rights or delegate any of its
<br />obligations under this Agreement,in each case whether voluntarily,involuntarily,by operation
<br />of law or otherwise,without the other party ’s prior written consent,which consent may not be
<br />unreasonably withheld,delayed,or conditioned.Any purported assignment or delegation in
<br />violation of this Section 14.6 is void.No assignment or delegation will relieve the assigning or
<br />delegating party of any of its obligations under this Agreement.This Agreement is binding upon
<br />and inures to the benefit of the parties and their respective permitted successors and assigns.
<br />14.7 Export Regulation.Vault and the Services utilize software and technology that may
<br />be subject to US export control laws,including the US Export Administration Act and its
<br />associated regulations.Client shall not,directly or indirectly,export,re-export,or release the
<br />Services or the underlying software or technology to,or make the Services or the underlying
<br />software or technology accessible from,any jurisdiction or country to which export,re-export,
<br />or release is prohibited by law,rule,or regulation.Client shall comply with all applicable federal
<br />laws,regulations,and rules,and complete all required undertakings (including obtaining any
<br />necessary export license or other governmental approval),before exporting,re-exporting,
<br />releasing,or otherwise making the Services or the underlying software or technology available
<br />outside the US.
<br />14.8 US Government Rights.Each of the Documentation and the software components
<br />that constitute Vault and the Services is a “commercial item”as that term is defined at 48 C.F.R.
<br />§2.101,consisting of “commercial computer software”and “commercial computer software
<br />documentation”as such terms are used in 48 C.F.R.§12.212.Accordingly,if Client is an agency
<br />of the US Government or any contractor therefor,Client only receives those rights with respect
<br />MASTER SERVICES AGREEMENT -15
<br />56428.0002.14325562.1
<br />to Vault,the Services,and the Documentation as are granted to all other end users,in
<br />accordance with (a)48 C.F.R.§227.7201 through 48 C.F.R.§227.7204,with respect to the
<br />Department of Defense and its contractors,or (b)48 C.F.R.§12.212,with respect to all other US
<br />Government users and their contractors.
<br />14.9 Entire Agreement.This Agreement,together with any other documents
<br />incorporated into this Agreement by reference,the Registration Form(s),and all SOW(s)
<br />constitutes the parties’sole and entire agreement with respect to the subject matter of this
<br />Agreement and supersedes all prior and contemporaneous understandings,agreements,and
<br />representations and warranties,both written and oral,with respect to such subject matter.If
<br />there is any inconsistency between the statements made in the body of this Agreement,the
<br />Registration Forms(s),the related Exhibits,and any other documents incorporated herein by
<br />reference,the following order of precedence governs:(i)first,this Agreement,excluding its
<br />exhibits;(ii)second,the applicable SOW;(iii)third,any Registration Form;and (iv)fourth,any
<br />other documents incorporated herein by reference.
<br />14.10 Counterparts.This Agreement may be executed in any number of counterparts,
<br />each of which will be deemed to be an original,all of which constitute one and the same
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