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Fill and Sign the Escrow of Ballot Tally Software Program Source Codes Form

Fill and Sign the Escrow of Ballot Tally Software Program Source Codes Form

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When recorded mail to:_________________________________________________________________________________________________________________________________________________________________________________ CONTRACT - GENERAL PURPOSE PER1 __________________________________________________________________________________________Effective Date County and State__________________________________________________________________________________________FIRST PARTY (Name, Address and Zip Code) SECOND PARTY (Name, Address and Zip Code)__________________________________________________________________________________________Specific Contract Terms (Price, Time, Manner of Performance, etc.)Standard Terms. Except where in conflict with the specific terms above, THIS CONTRACT INCLUDES THE STANDARD TERMS OF THE CONTRACTUAL BILL OF RIGHTS FOR ARIZONA.Proposal and Acceptance. This contract shall be executed in duplicate by the proposing party and shall become complete and binding if the accepting party signs and returns one of the original duplicate, as indicated, on or before: This Contractual Bill of Rights is intended to provide equitable and protective rights to all parties to the contract and to supplement the specific provisions of the contract.1. APPLICATION OF THE LAW. The contract shall be subject to and governed by the laws of the State of Arizona, regardless of the fact that one or more of the parties now is or may become a resident of a different state. 2. APPLICATION . The parties are desirous of reducing the time and costs of resolving disputes. At the option of either party, disputes arising from or connected with the contract may be settled by arbitration initiated by either party giving written notice to the other of his intention to arbitrate the dispute with the American Arbitration Association. The decision of the arbitrator in such arbitration shall be binding upon both parties.3. CONSIDERATION. For and in consideration of the promises exchanged by the parties thereto and for other valuable consideration, the parties enter into the contract in accordance with the terms therein and herein set forth.4. COUNTERPARTS . The contract may be executed in one or more counterparts, all of which taken together shall constitute one instrument.5. ENTIRE AGREEMENT. The terms of the contract and this document constitute the entire agreement between the parties, and the parties represent that there are no collateral agreements or side agreements not otherwise provided for within the terms of the contract.6. EXECUTION OF DOCUMENTS. The parties agree to execute all documents that may be necessary to carry out the intent and purposes of the contract.7. FAIR NOTICE OF DEFAULT. The parties are desirous of giving one another fair notice of any default before sanctions are imposed. In the event of an act of default with respect to any provision of the contract, neither party may institute legal action with respect to such default without first complying with the following conditions:a. Notice of such event of default must be in writing and mailed to the other party by U.S. certified mail, return receipt requested.b. Such written notice shall set forth the nature of the alleged default in the performance of the terms of the contract and shall designate the specific paragraph(s) thereof which relate to the alleged act of default.c. Such notice shall also contain a reasonably understandable description of the action to be taken or performed by the other party to cure the alleged default and the date by which the default must be remedied, which date may not be fewer than ten business days from the date of mailing the notice of default.8. GOOD FAITH- ATTORNEY'S FEES AND COSTS. The parties desire that each raise only good faith disputes for arbitration and litigation. 'To discourage the bringing of such proceedings without a good faith reason, this provision is enacted. If either party fails to comply with any of the provisions of the contract and the other party takes action to enforce such provisions or to enforce any payment stipulated in the contract, the losing party will pay to,the prevailing party reasonable costs and expenses, i including attorney's fees and and the value of time lost by the prevailing party or any of his employees in preparation for or participating in any arbitration or litigation in connection therewith as determined by the court or arbitrator. All lawsuits under the contract, unless otherwise specified, shall be filed in the county where the contract was executed.9. INTEREST. If, by reason of any default or act of one party under the contract, it is determined by agreement, arbitration or litigation that the party owes another any sum of money, then interest shall accrue on that sum at the maximum rate of interest allowed by law from the date the sum was first due until paid.10. INTERPRETATION. Whenever any word is used in the contract in the masculine gender, it shall also be construed as being used in the feminine and neuter genders, and singular usage shall include the plural and vice versa, all as the context shall require. 11. MARGINAL HEADINGS. The marginal headings of the paragraphs of the contract and this document are for convenience only, and are not to be considered a part of the contract or used in determining its content or context.12. MODIFICATION. Any modification or amendment of the contract shall be in writing and shall be executed by all parties.13. NOTICES. Copies of all notices and communications concerning the contract shall be mailed to the parties at the addresses written in the contract, and any change of address shall be communicated to the other party in writing. Any document which may adversely affect the rights of any party to the contract shall be dispatched by certified mail, return receipt requested. For all documents mailed to persons in the continental United States, the time period on all notices shall begin running on the day following the date that the document is postmarked. For documents mailed to persons outside the continental United States, the time period shall begin running on the date that the document is received by the other party.14. PARTIAL INVALIDITY. If any provision of the contract is held to be invalid or unenforceable, all the remaining provisions shall nevertheless continue in full force and effect.15. STAKEHOLDING. In the event that any earnest money or security deposit or bond is required by the contract, it shall he provided by the purchase of any interest-bearing certificate of deposit or its equivalent or by placing the funds in an interest-bearing savings account in the joint names of the adverse contracting parties. The certificate of deposit or the savings account passbook shall be placed in escrow with a stakeholder other than the parties until the conditions or performances occur which permit the release of the funds or require the return of the funds, at which time the parties shall jointly sign the necessary documents to release the funds. The party who is eventually entitled to the funds in whole or in part shall also be entitled to all interest accrued on his pro rata share of such funds.16. SUCCESSION OF BENEFITS. The provisions of the contract shall inure to the benefit of and be binding upon the parties thereto, their heirs, executors, administrators and permitted assignees. 17. WAIVER. Any waiver by any party of a breach of any provision of the contract shall not operate as or be construed as a waiver of any subsequent breach thereof.Proposal by Either Party________________________________________________ on____________________________________________ _________________________ on_____________________Name and Title Signature DateAcceptance by other Party_______________________ __________________________ on____________________________________________ __________________________ on_____________________Name and Title Signature Date

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