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ATTACHMENT 2 responsible for paying our income taxes arising from our performance of this Tyler Agreement. 5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Tyler Agreement. This discrimination prohibition will apply to all matters of initial employment,tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin,age, sex,sexual orientation,ancestry,disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height,weight, marital status,or political affiliation. We will post,where appropriate,all notices related to nondiscrimination as may be required by applicable law. 6. E-Verifv. We have complied,and will comply,with the E-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees assigned to your project. 7. Subcontractors. We will not subcontract any services under this Tyler Agreement without your prior written consent,not to be unreasonably withheld. 8. No Assignment. Neither party may assign this Tyler Agreement without the prior written consent of the other party; provided, however,that your consent is not required in the event we have a change of control. 9. Force Maieure. Neither party will be liable for delays in performing its obligations under this Tyler Agreement to the extent that the delay is caused by Force Majeure; provided, however,that within ten (10) business days of the Force Majeure event,the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof,as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 10. No Intended Third Party Beneficiaries. This Tyler Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Tyler Agreement,and no third party will have the right to make any claim or assert any right under this Tyler Agreement. This provision does not affect the rights of third parties under any Third Party End User License Agreement(s). 11. Entire Agreement;Amendment. This Tyler Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings,and representations,whether written, oral,expressed, implied,or statutory. This Tyler Agreement may only be modified by a written amendment signed by an authorized representative of each party. 12. Severability. If any term or provision of this Tyler Agreement is held invalid or unenforceable,the remainder of this Tyler Agreement will be considered valid and enforceable to the fullest extent permitted by law. 13. No Waiver. In the event that the terms and conditions of this Tyler Agreement are not strictly enforced by either party,such non-enforcement will not act as or be deemed to act as a waiver or modification of this Tyler Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Tyler Agreement thereafter. 14. Independent Contractor. We are an independent contractor for all purposes under this Tyler Agreement. 15. Notices. All notices or communications required or permitted as a part of this Tyler Agreement must be in ••:; . tyler 8