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resolved favourably to the subject party within ninety (90) days of commencement thereof; or(!!!) becomes subject
<br />to property seizure under court order, court injunction or other court order which has a material adverse effect on
<br />its ability to perform hereunder.
<br />14. Effects of Termination.
<br />Upon termination of this Agreement, all warranties related to the Software shall automatically terminate upon
<br />termination of this Agreement. All outstanding Fees owed by Customer to SmartWorks associated with such
<br />termination shall be immediately due and payable. Except as otherwise expressly provided in this Agreement,
<br />termination of this Agreement shall be without prejudice to any other right or remedy to which either party may be
<br />entitled to in law or in equity.
<br />15. General
<br />(a) Entire Agreement. This Agreement supersedes all prior representations, arrangements, negotiations,
<br />understandings and agreements between the parties, both written and oral, relating to the subject matter hereof
<br />and shall constitute the entire agreement between the parties hereto with respect to the matters covered herein.
<br />The terms of this Agreement may not be changed except by an amendment signed by the authorized
<br />representative of each party.
<br />(b) Equitable Relief. Customer acknowledges and agrees that it would be difficult to compute the monetary
<br />loss to SmartWorks arising from a breach or threatened breach of this Agreement and that, accordingly,
<br />SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition to, or instead of
<br />monetary damages in the event of a breach or threatened breach of this Agreement by Customer.
<br />(c) Governinq Law. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
<br />and governed by the laws of the State of California. Both parties further agree that Orange County, California,
<br />shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason
<br />of this Agreement.
<br />(d) Waiver. No waiver, modification, extension, addendum or any other change of any provision of this
<br />Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. The
<br />waiver by either party of a breach or a default of any provision of this Agreement shall not be construed as a
<br />waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part
<br />of either party to enforce any provision of this Agreement be construed as a waiver of any right, power or privilege
<br />by such party.
<br />(e) Allocation of Risk. Customer acknowledges that the limited warranties, disclaimers and limitations of
<br />liability contained in this Agreement are fundamental elements of the basis of bargain between Customer and
<br />SmartWorks and set forth an allocation of risk reflected in the fees and payments due hereunder.
<br />(f) Survival. The following sections and articles shall survive the termination or expiration of this Agreement:
<br />Sections 1, 3, 4(b), 4(c), 4(d), 4(e), 5, 6, 7, 9, 10(b), 10(c), 10 (d), 12, 14, 15, and any other provisions which are
<br />required to ensure that the parties fully exercise their rights and obligations hereunder; unless and until waived
<br />expressly in writing by the party to whom they are the benefit.
<br />(g) Force Maieure. No default, delay or failure to perform on the part of SmartWorks shall be considered a
<br />breach of this Agreement where such default, delay orfailure is due to a force majeure or to circumstances beyond
<br />Its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions
<br />concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes,
<br />acts of God or the public enemy or default of a common carrier or other disasters or events.
<br />(h) Notice. Any notice required or permitted to be given to any party to this Agreement shall be given in
<br />writing and shall be delivered personally, mailed by prepaid registered post or sent by facsimile to the appropriate
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