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18.4 Neither party may assign the benefit of this Contract nor any interest except with the prior written consent of the other (such consent not to be unreasonably withheld), save that Civica may assign this Contract at any time to any member of the Civica group of companies. 18.5 The provisions of this Contract shall be severable in the event that any of its provisions are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable and the remaining provisions shall remain enforceable to the fullest extent permitted by law. However, if the severed provision is essential and material to the rights or benefits received by either party, the parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects their intent in entering into this Contract. 18.6 Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership orjoint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. 18.7 Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Contract, excluding Customer's obligation to pay the Fees, if it is due to Force Majeure. The party subject to such event shall, as soon as practicable, give notice of the event to the other party, such notice to include a reasonable forecast of the duration of the Force Majeure. If such delay or failure continues for at least 30 days, either party shall be entitled to terminate this Contract in accordance with Clause 14.2.3. 18.8 For so long as the Customer is a Civica client and for a period of (12) months after termination, each party agrees that it will not employ or solicit for employment, directly or indirectly, any person employed by the other party without prior written permission of the other party. 18.9 All disputes arising out of or under this Contract that are not resolved by the day to day contacts of the parties shall be escalated internally by both parties for resolution. Second level escalation is to the day to day contacts managers and then third level is to that manager's manager. If the parties fail to settle the dispute within 30 days of the third level escalation, or such longer period as the parties may agree, the dispute may be referred to the state or federal courts located in Dayton, Ohio. 18.10 Either party may prepare and issue a press release, statement or other announcement referring to �r the other party and relating to the signing of this Contract, the scope of the relationship, and the solution established under this Contract. Without limiting the forgoing, either party may include the name of the other party in lists of customers or vendors (including lists published on such party's websites or marketing materials. A 18.11 This Contract shall be interpreted according to the laws of the State of Ohio without regard to or application of choice -of -law rules or principles. The venue for any claims arising under this Contract shall be state or federal courts located in Cuyahoga County, Ohio. The venue for claims arising under this Contract may be changed to another Ohio city upon request by Customer. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts as set forth in this Clause 18.11 and waive the defence of inconvenient forum to the maintenance of any such action or proceeding in such venue. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded. Mayfield Village - August 2020 Contract Terms & Conditions docx Commercial in Confidence Page 12 of 19