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8. Force Majeure.
<br />a. If Rockfan's ability to perform any obligation under this Agreement is prevented, restricted or delayed because of
<br />unforeseen circumstances beyond such Rockfan's reasonable control, including but not limited to acts of God; acts of
<br />a public enemy; war; rebellion; insurrection; riot; terrorist acts; epidemic; pandemic; any law, order, proclamation,
<br />regulation, ordinance, demand or requirement of any governmental authority or any political subdivision or any
<br />department or regulatory agency thereof, including quarantine restrictions, stay-at-home orders or any requirements or
<br />restrictions of a similar nature; orders of any court or arbitral body; changes in law; acts of any person or persons
<br />engaged in subversive activity or sabotage; fires, floods, explosions, storms, earthquakes, lightning; or other
<br />catastrophes; strikes, lockout, picketing, work slow -downs or other labor disputes; boycott; embargoes; blockade;
<br />unavoidable delays or inability to obtain equipment, labor, fuel, steam, water, electricity or materials or anything else
<br />necessary to operate a party's offices or equipment or otherwise provide services (a "Force Majeure"), then Rockfan
<br />will be excused from performance of the obligation to the extent and for the duration of such prevention, restriction or
<br />delay. Rockfan will give the other party prompt and detailed notice of the Force Majeure, including the probable duration
<br />thereof, and will promptly notify the Client when the Force Majeure has ended. During the Force Majeure, Rockfan will
<br />use its best efforts to avoid, reduce or eliminate the Force Majeure's effect on the performance of its obligations under
<br />this Agreement.
<br />b. If a Force Majeure continues to affect Rockfan's performance under this Agreement for more than 90 days, either
<br />Client or Rockfan may terminate this Agreement upon written notice to the other party. If this Agreement is terminated
<br />under this provision and prior to Completion, then Client is obligated to compensate Rockfan for all equipment
<br />purchased, even if not yet installed, all labor performed, and all other costs listed in the Scope of Work that Rockfan
<br />has incurred prior to termination of the Agreement. If Client has paid Rockfan more than it is obligated to compensation
<br />Rockfan under the terms of this provision, then Rockfan will refund the difference.
<br />9. General Terms.
<br />a. Amendments. This Agreement may not be amended except in a writing that is agreed to and signed by both parties.
<br />This includes but is not limited to changes to the Scope of Work requested by the Client or recommended by Rockfan.
<br />b. Jurisdiction and Venue; Choice of Law. This Agreement is governed by Colorado law without giving effect to
<br />those principles of conflict of laws that might otherwise require the application of the laws of another jurisdiction. Any
<br />litigation must be brought in District Court, Boulder County, State of Colorado, and each party submits to the exclusive
<br />jurisdiction of such court and waives the right to change venue. Each party further consents to the exercise of personal
<br />jurisdiction by such court with respect to any such proceeding.
<br />c. Nonassignability. This Agreement is not assignable by any party without the written consent of the other party.
<br />d. Severability. Any invalid or unenforceable provision will be deemed severed from this Agreement to the extent of
<br />its invalidity or unenforceability, and the remainder of this Agreement will remain in full force and effect.
<br />e. No Waiver. No waiver of any breach of any one or more of the terms of this Agreement by either party will be deemed
<br />to imply or constitute a waiver of a breach of the same term in the future, or a waiver of a breach of any other term of
<br />this Agreement. No provision of this Agreement may be waived except by a written waiver signed by the waiving party.
<br />f. Third -Party Beneficiaries. The parties agree that this Agreement is for the parties' mutual and exclusive benefit,
<br />that it does not confer any rights upon any person not a party to this Agreement, and that no individual or entity
<br />shall be construed or considered to be a third -party beneficiary of this Agreement, including any payor or other
<br />individual or entity.
<br />g. Complete Agreement. This Agreement constitutes the entire understanding between the parties with respect
<br />to the subject matter of this Agreement, and supersedes completely all negotiations, discussions, and prior
<br />agreements, oral or written, between the parties with respect to the subject matter of this Agreement. This
<br />Agreement may not be amended except in a writing that is agreed to and acknowledged by both parties.
<br />h. Further Assurances. The parties agree that they will execute, acknowledge, and deliver any further
<br />instruments or documents or take such actions as may be necessary to give force and effect to this agreement
<br />and to carry out the intent of the provisions of this agreement.
<br />i. Interpretation. Any ambiguity in this Agreement shall not be resolved against either party under any rules of
<br />construction.
<br />j. Dispute Resolution. If a Dispute (defined as a claim or controversy arising from this Agreement including, without
<br />limitation, contract, tort and other claims) arises between the parties, the parties agree to first attempt to resolve the
<br />dispute through friendly discussions. If friendly discussions fail to resolve the Dispute, then any party may require,
<br />by written demand, that the Dispute be submitted to nonbinding mediation.
<br />k. Costs. If either party retains counsel for the purpose of enforcing or preventing the breach or any threatened
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