Common use of AUTHORITY, ASSIGNMENT AND SUBCONTRACTS Clause in Contracts

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary. 16.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Seller. Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 All subcontractors shall be bound by any negotiation, appeal, adjudication or settlement of any dispute between Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary. 16.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Seller. Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like.no 16.5 All subcontractors shall be bound by any negotiation, appeal, adjudication or settlement of any dispute between Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL Agreement shall be binding upon the parties’ respective successors and assigns.not 16.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary. 16.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Seller. Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 All subcontractors shall be bound by any negotiation, appeal, adjudication or settlement of any dispute between Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL Agreement shall be binding upon the parties’ respective successors and assigns.without 16.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary. 16.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Seller. Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 All subcontractors shall be bound by any negotiation, appeal, adjudication or settlement of any dispute between Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 15.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller Contractor represents all contractors, third parties, and/or subcontractors Seller Contractor has assembled for any given Purchaser the project. The Purchaser Customer is only required to negotiate with SellerContractor, as SellerContractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 15.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or supplement/purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL Agreement shall be binding upon the parties’ respective successors and assigns.this 16.3 Seller 15.3 Contractor must obtain the written approval of Purchaser Customer before subcontracting any portion of the supplement and/or supplement/purchase order and this EPL Master Agreement. No such approval by Purchaser Customer of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser Customer in addition to the total fixed price agreed upon in the supplement and/or supplement/purchase order. All subcontracts shall incorporate the terms of the supplement and/or supplement/purchase order and this EPL Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser Customer may deem necessary. 16.4 Seller 15.4 Contractor represents and warrants that any subcontract agreement Seller Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the PurchaserCustomer, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser Customer and the subcontractor and that Seller the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Sellerthe Contractor. Seller The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of SellerContractor’s failure to pay any and all amounts due by Seller Contractor to any subcontractor, materialman, laborer or the like. 16.5 15.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller the Contractor and the PurchaserCustomer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 13.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties Parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 13.2 Neither party to a supplement and/or supplement/purchase order and this EPL Master Agreement may assign or otherwise transfer the supplement and/or supplement/purchase order and and/or this EPL Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or supplement/purchase order and this EPL Master Agreement shall be binding upon the parties’ respective successors and assigns.shall 16.3 13.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or supplement/purchase order and this EPL Master Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or supplement/purchase order. All subcontracts shall incorporate the terms of the supplement and/or supplement/purchase order and this EPL Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary. 16.4 13.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Seller. Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 13.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller and the Purchaser, where such dispute affects the subcontract. 13.6 Contrary to Item #18 of Section IV of RFP No. 3736, copies of subcontracts to be executed between Seller and its subcontractors are not required to be included in Seller’s proposal. Notwithstanding the preceding, ITS reserves the right to request copies of any subcontract agreement for subcontractors who will be providing services pursuant to this Master Agreement.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller Licensor represents all contractors, third parties, and/or subcontractors Seller Licensor has assembled for any given Purchaser this project. The Purchaser Licensee is only required to negotiate with SellerLicensor, as SellerLicensor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 11.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL This Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 Seller 11.3 Licensor must obtain the written approval of Purchaser MDHS before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser MDHS of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser MDHS in addition to the total fixed price agreed upon in the supplement and/or purchase orderthis Agreement. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Purchaser MDHS may deem necessary. 16.4 Seller 11.4 Licensor represents and warrants that any subcontract agreement Seller Licensor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the PurchaserLicensee, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser Licensee and the subcontractor and that Seller the Licensor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Sellerthe Licensor. Seller The Licensor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of SellerLicensor’s failure to pay any and all amounts due by Seller Licensor to any subcontractor, third party licensor, materialman, laborer or the like. 16.5 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller the Licensor and the PurchaserLicensee, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser this project. The Purchaser is only required to negotiate only with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 11.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL This Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 11.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary.way 16.4 11.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Seller. The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 13.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller Licensor represents all contractors, third parties, and/or subcontractors Seller Licensor has assembled for any given Purchaser this project. The Purchaser Licensee is only required to negotiate only with SellerLicensor, as SellerLicensor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 13.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL This Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 Seller 13.3 Licensor must obtain the written approval of Purchaser Licensee before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser Licensee of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser Licensee in addition to the total fixed price agreed upon in the supplement and/or purchase orderthis Agreement. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Purchaser Licensee may deem necessary. 16.4 Seller 13.4 Licensor represents and warrants that any subcontract agreement Seller Licensor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the PurchaserLicensee, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser Licensee and the subcontractor and that Seller the Licensor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Sellerthe Licensor. Seller The Licensor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of SellerLicensor’s failure to pay any and all amounts due by Seller Licensor to any subcontractor, third party licensor, materialman, laborer or the like. 16.5 13.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller the Licensor and the PurchaserLicensee, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 17.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser this project. The Purchaser is only required to negotiate only with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 17.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL This Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 17.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase orderthis Agreement. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Purchaser may deem necessary. 16.4 17.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor subcontractor, and that the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Seller. The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs costs, and expenses of every kind and nature whatsoever arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer laborer, or the like. 16.5 17.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication adjudication, or settlement of any dispute between the Seller and the Purchaser, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller Contractor represents all contractors, third parties, and/or subcontractors Seller Contractor has assembled for any given Purchaser Customer project. The Purchaser Customer is only required to negotiate with SellerContractor, as SellerContractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 Neither party to a supplement and/or purchase order and this EPL Agreement Customer nor Contractor may assign or otherwise transfer the supplement and/or purchase order Order Form and this EPL Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order Order Form and this EPL Master Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 Seller Contractor must obtain the written approval of Purchaser the State before subcontracting any portion of the supplement and/or purchase order Order Form and this EPL Master Agreement. No such approval by Purchaser the State of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser Customer in addition to the total fixed price price, if any, agreed upon in the supplement and/or purchase orderOrder Form. All subcontracts shall incorporate the terms of the supplement and/or purchase order applicable Order Form and this EPL Master Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser Customer may deem necessary. 16.4 Seller Contractor represents and warrants that any subcontract agreement Seller Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the PurchaserCustomer, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser Customer and the subcontractor and that Seller Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with SellerContractor. Seller Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of SellerContractor’s failure to pay any and all amounts due by Seller Contractor to any subcontractor, materialman, laborer or the like. 16.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller Contractor and the PurchaserCustomer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 15.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller Contractor represents all contractors, third parties, and/or subcontractors Seller Contractor has assembled for any given Purchaser the project. The Purchaser Customer is only required to negotiate with SellerContractor, as SellerContractor’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 15.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or supplement/purchase order and and/or this EPL Master Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or supplement/purchase order and this EPL Master Agreement shall be binding upon the parties’ ' respective successors and assigns. 16.3 Seller 15.3 Contractor must obtain the written approval of Purchaser Customer before subcontracting any portion of the supplement and/or supplement/purchase order and this EPL Master Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase order. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same and to any conditions of approval that Purchaser may deem necessary.Customer of 16.4 Seller 15.4 Contractor represents and warrants that any subcontract agreement Seller Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the PurchaserCustomer, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser Customer and the subcontractor and that Seller the Contractor is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with Sellerthe Contractor. Seller The Contractor shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of SellerContractor’s failure to pay any and all amounts due by Seller Contractor to any subcontractor, materialman, laborer or the like. 16.5 15.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between Seller the Contractor and the PurchaserCustomer, where such dispute affects the subcontract.

AUTHORITY, ASSIGNMENT AND SUBCONTRACTS. 16.1 11.1 In matters of proposals, negotiations, contracts, and resolution of issues and/or disputes, the parties agree that Seller represents all contractors, third parties, and/or subcontractors Seller has assembled for any given Purchaser this project. The Purchaser is only required to negotiate with Seller, as Seller’s commitments are binding on all proposed contractors, third parties, and subcontractors. 16.2 11.2 Neither party to a supplement and/or purchase order and this EPL Agreement may assign or otherwise transfer the supplement and/or purchase order and this EPL Agreement or its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment or transfer of its obligations without such consent shall be null and void. The supplement and/or purchase order and this EPL This Agreement shall be binding upon the parties’ respective successors and assigns. 16.3 11.3 Seller must obtain the written approval of Purchaser before subcontracting any portion of the supplement and/or purchase order and this EPL Agreement. No such approval by Purchaser of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of Purchaser in addition to the total fixed price agreed upon in the supplement and/or purchase orderthis Agreement. All subcontracts shall incorporate the terms of the supplement and/or purchase order and this EPL Agreement and shall be subject to the terms and conditions of same this Agreement and to any conditions of approval that Purchaser may deem necessary. 16.4 11.4 Seller represents and warrants that any subcontract agreement Seller enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by the Purchaser, and that the subcontractor acknowledges that no privity of contract exists between the Purchaser and the subcontractor and that the Seller is solely liable for any and all payments which may be due to the subcontractor pursuant to its subcontract agreement with the Seller. The Seller shall indemnify and hold harmless the State from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever arising as a result of Seller’s failure to pay any and all amounts due by Seller to any subcontractor, materialman, laborer or the like. 16.5 11.5 All subcontractors shall be bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Seller and the Purchaser, where such dispute affects the subcontract.