188-25 Exhibit A_GPI_WO Agreement Contract.pdf

ARTICLE 25. GENERAL PROVISIONS (A) The failure by cither party to enforce any provision of this AGREEMENT or to timely insist on performance shall not constitute or be construed as a waiver of any right to strictly enforce a contractual provision. (B) This AGREEMENT constitutes the entire understanding between the parties regarding this matter and merges any and all prior discussions, representations, promises, and warranties within its scope. There are no representations, warranties or promises not expressly set forth in this AGREEMENT. (C) Except as expressly set forth herein, this AGREEMENT may not be modified, renewed, or extended, except in writing, signed by both parties. (D) GPT shall not communicate directly with the NIDOT regarding the performance of this AGREEMENT without the prior consent of WEST ORANGE. (E) Any provision of this AGREEMENT that by its nature is intended to survive termination and/or expiration of this AGREEMENT, including but not limited to Articles 4, 5, 6, 9 11, 13, 16 and 19, shall survive termination and/or expiration of this AGREEMENT. (F) GPT shall be deemed to be an independent contractor and, as such, neither GPI nor its employees shall be entitled to any benefits applicable to employees of WEST ORANGE. (G) Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, statement, commitment or representation as to any matter. Neither shall be bound by the acts or conduct of the other. (H) GPI acknowledges that technology. software, services, and commodities provided by WEST ORANGE may be subject to laws or regulations restricting their export, re- export, transfer or release to certain entities or destinations, including those laws and regulations administered by the U.S. Department of Commerce (Bureau of Industry and Security) and the U.S. Department of the Treasury (Office of Foreign Assets Control). With respect to any export, re-export, transfer, or release otherwise permitted under this Agreement, GPI shall comply with all applicable U.S. government requirements, including the U.S. Export Administration Regulations. Page 16 of 66 September 2024 TAP Standard Agreement