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paragraph, "Force Majeure" shall mean any condition or event caused in whole or in part
<br />by something beyond a Party's reasonable control, including, but not limited to: acts of
<br />God, flood, extreme weather, fire, natural calamity, terrorism, any moratorium, law, order,
<br />regulation, action or inaction of any governmental entity or civil or military authority, power
<br />or utility failures, fiber or cable cuts caused by third parties, unavailability of rights-of-way,
<br />national emergencies, insurrection, riots, wars, strikes, lock -outs, work stoppages or other
<br />labor difficulties, pole hits, or material shortages.
<br />Upon the occurrence of a Force Majeure event, the Party whose performance is affected
<br />shall give written notice to the other Party describing the affected performance; and the
<br />Parties shall confer within two (2) business days, in good faith, to agree upon equitable,
<br />reasonable action to minimize the impact on both Parties, including without limitation
<br />implementing disaster recovery actions. The Party whose performance is affected shall
<br />use all reasonable efforts to minimize the delay caused by the Force Majeure event and
<br />to re -commence its performance as if no Force Majeure event had occurred.
<br />3.2 Sales, Use, Excise, and Property Taxes
<br />Unless otherwise set forth in an applicable Service Attachment, fees do not include sales,
<br />use, value added, excise or other taxes. Customer will pay or, if paid by Agile, reimburse Agile,
<br />for all taxes based on this Agreement or fees payable hereunder (excluding taxes on Agile's
<br />net income), together with any interest (at the rate set forth in this Agreement) on such taxes
<br />if not promptly reimbursed to Agile.
<br />3.3 Drug -Free Workplace
<br />Each Party will comply with all applicable state and Federal laws regarding keeping a drug-
<br />free workplace. Each Party will make a good faith effort to ensure that all employees, while
<br />working on the other Party's property, will not have or be under the influence of illegal drugs
<br />or alcohol or abuse prescription drugs in any way.
<br />3.4 Assignment
<br />Agile may assign this Agreement or any of its rights or obligations under this Agreement
<br />without the consent of the Customer. This Agreement and any of its rights, interests, and
<br />obligations hereunder may not be assigned or transferred in whole or in part by Customer
<br />without the prior written consent of Agile and any purported assignment without such express
<br />written consent is void.
<br />3.5 Governing Law
<br />This Agreement will be governed by the laws of Ohio, without regard to conflicts of laws
<br />principles, and the exclusive venue for any disputes will lie with the appropriate state and
<br />federal courts situated in Stark County, Ohio. The Parties hereby consent to such exclusive
<br />jurisdiction and venue.
<br />3.6 No Third -Party Beneficiaries
<br />The covenants, understandings, and agreements set forth in this Agreement are solely for the
<br />benefit of and enforceable by the Parties or their respective successors or permitted assigns.
<br />It is the explicit intention of the Parties hereto that there are no third -party beneficiaries hereto
<br />and no person or entity other than the Parties is or shall be entitled to any legal rights under
<br />this Agreement.
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<br />Agile Master Services Agreement Terms
<br />10/1/19
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