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resolved favourably tmthe subject party within ninety ()O)days nfcommencement thereof, nr(iiUbecomes subject
<br />to property seizure under court order, court injunction or other court order which has a rnaterial adverse effect on
<br />its ability toperform hereunder.
<br />14. Effects nfTermination.
<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 QmortVVmrks 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. ThisAgreement supersedes all prior repnesentations, arrangements, negotiations,
<br />understandings and agreements between the parties, both written and oral, relating bothe 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 ofeach party.
<br />(b) Equitable Relief. Customer acknowledges and agrees that it would be difficult to compute the monetary
<br />loss to SmartVVnrko arising from o 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 inthe event ofobreach orthreatened breach ofthis Agreement byCustomer.
<br />(c) Governing Law. ThisAgreamen has been executed and delivered in the State ufCalifornia 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 />ofthis Agreement.
<br />(d) Waiver. No vvaiver, mndifination, extension, addendum or any other change of any provision of this
<br />Agreement nhoU he valid unless in writing and signed by the party against whom enforcement is sought. The
<br />vvok/er by either party of o breach or a default of any provision of this Agreement shall not be construed as m
<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 />bysuch party.
<br />(e) Allocation of Risk. Customer acknowledges that the limited wamonUes, disclaimers and limitations of
<br />liability contained in this Agreement are fundamental elements of the boaha 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 orexpiration ofthis A8reenn*nt�
<br />Sections 1' 3,4(b)' 4(c), 4(d),4(e),5, G, 7' g, 10(b)' 10(c), 10 (d). 12' 14, 15, and any other provisions which are
<br />required hzensure that the parties fully exercise their rights and obligations hereunder- unless and until waived
<br />expressly inwriting bythe party towhom they are the benefit.
<br />(g) Force Maieure. No default, delay or failure to perform on the part of SmartWorksshoU be considered a
<br />breach of this Agreement where such default, delay or failure 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 tothis Agreement shall be given in
<br />writing and shall be delivered personally, mailed by prepaid registered post or sent by facsimile to the appropriate
<br />
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