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<br />8.7 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY
<br />EXCLUSIVE REMEDY.
<br />9. TERM AND TERMINATION
<br />9.1 Reserved.
<br />9.2 Termination. Fither Party may terminate the Agreement
<br />including all Schedules immediately upon written OOLiCe in the event. LhnL
<br />the other Party commits a non -remediable material breach of the
<br />Aqreernent, of if the uthet Party fails to ewe any teniediable rnateiial
<br />breach or provicle a written plan of cure acceptable to the non -breaching
<br />Party within 30 days of being notified in writing of Such breach, except
<br />far breach of Section 3.1 (Fees and Payment Terms) which shall have a
<br />ten It 0) day cure period -
<br />Where a Party has a right to terminate the Agreement, the non -breaching
<br />Party rnaV at its discretion either terminate the Agreement or the
<br />applicable Schedule. Schedules that are not terminated shall continue in
<br />full force and effect under the terms of this Matter Agreement.
<br />9.3 Post -Termination Obligations. Fulluwing termination of the
<br />Agreement or a Schedule (for whatever reason). Client shall certify that
<br />it has returned or destroyed all copies of the applicable Software,
<br />CurlLeoL and Cunfidential Infurnlaliun of MRI and acknuwledges LhaL iLs
<br />rights to use the Sarno are relinquished. Ter inination of this AgICCIMCvlt
<br />for any reason Shall not excuse Client's obligation to pay in toll any and
<br />all amOunLS due for Fees due and owing, nor Shall termination by MRI
<br />result in a refund of fees paid for Fees due and Owing. Client shall use its
<br />commercially reasonable efforts to remove all Client Data from any
<br />Suftwarc of SEES S'CIVILC pilot to tcrininatiun of the Agicctucnt or
<br />applicable Schedule. Client may engage MRI to assist Client in removing
<br />such Client Data at MRI's then standard rates. II any Client Data remains
<br />it, the Sufl.wmt of SaaS SelviLe mute than 3D days aftti the cffcct.ivc
<br />date of termination, MRI may, in its sole discretion and without notice,
<br />delete any and all Client Data. At any time before or after termination,
<br />if an Owner requests that any Client Data be provided directly to Such
<br />Owner, Client agrees that MRI may transfer Such Client Data directly to
<br />such owner, and that MRI Shall not be liable for any damages that result
<br />from the transfer of Client Data to an Owner.
<br />10. GENERAL PROVISIONS
<br />10.1 Publicity. Clirnt may not iar thr namr, logo or otherwisr of MRI
<br />ill airy pubIlLiLy wiLhoul- Lht pi iw wi iU.cu appiuvul of MRI, whiLh appiuvul
<br />shall not be unreasonably withheld. Each Party shall complete its review
<br />of any propnsrd ulalrrials or aclivilirs suhnlillcd by the other Party
<br />within five (5) business days of its receipt of such matenals from the
<br />other Party. Client agrees it will participate in a joint press release within
<br />odrty (30) days of the exedJtlon of this Master Agreement.
<br />10.2 Force Majeure. Neither Party shalt incur any liability to the other
<br />Party on account of any loss, claim, damage or liability to the extent
<br />resuhirlf' front any delay ur failure to perform all or any part of this
<br />Agreement (except for payment obligations), if and to the extent such
<br />delay or failure ir caused, in whole or in part, by events, occurrences, or
<br />causes beyond Lhe Control and without any negligence on the part of the
<br />Party Seeking proteai0n under this Section. Such events, occurrenceS, or
<br />causes shall include, without limitation, acts of God, strikes, lockouts,
<br />oOLS, acts Of war, terrorism, earthquake, fire or explosions ("Force
<br />Majeure Events"). Dates by which performance obligations are
<br />sdleduled to he met will he extended for a period of time equal to the
<br />time lust duC to any delay su caused.
<br />10.3 Reserved.
<br />10.4 Notice of U.S. Government Restricted Rights. If the Client
<br />hereunder is the I1.S. Guvernmenl, or if the Software is acquired
<br />hereunder oil behalf of the U.S. Government with U.S. GOvel-iLT,cnt
<br />federal funding, notice is hereby given that the Software is Commercial
<br />Computer Software and documentation developed exclusively at private
<br />expense and is furnished as follows: "U.S. GOVERNMENT RESTRICTED
<br />RIGHTS. Software delivered suhjert to the FAR 52.227-19. All sae,
<br />duplication and disclosure of the Software by or on behalf of the U-S.
<br />Government shall be subject to this Agreement and the restrictions
<br />contained in siihsrction (c) of FAR 52.227-11), Commercial Computer
<br />Software - Restricted Rights (June 1987)".
<br />10.5 Export. Client shall comply fully with all relevant export laws and
<br />regulalions of the United States and other apphcahle jurisdictions to
<br />ensure that the Software is not exported. directly or indirectly, in
<br />vinlatinn of thnse laws.
<br />10.6 Nan-solicil-a Lion. Duriuv Lhe term of this Master Avr L'On1OI,L and
<br />for a period of one year following its LerminaLlOn, Client will not EmptOy
<br />or solicit for employment directly or through other parties, without the
<br />MRI'S w]lttcn pcnnlsslan, ally Indlvldual clfiployed by MRI. If a Party
<br />breaches this Section 10.6, such Party shall pay to the non -breaching
<br />Party a Burn equal to 150A, of fife hired employee's annual Salary while
<br />such employee was employed by the uou-brcacfnug Party, and such
<br />payment shall be made within 30 days of hiring such employee.
<br />10.7 Compliance. During the term of this Master Agreement and for a
<br />period Of one year f011owing Its termination, Client Shall maintain cliff
<br />snake available to MRI records sufficient to permit MRI or an independent
<br />auditor retained by MRI to verify, upon ten days' written notice, Client's
<br />full compliance with the tenns and requirements Of the Agreement. SuCh
<br />audit shall be performed during regular business hours. It such
<br />verification princess reveals any material noncompliance by Client with
<br />the Agrcelnent, Client shalt reimburse MRI for the reasonable costs and
<br />expenses of Such verification process (including, but not limited to the
<br />fees of an independent auditor) incurred by MRI, and Client shall
<br />Promptly cure all nonconlptiance, including without limitation through
<br />the payment of any and all fees owed to MRI during the period of
<br />uoucOnipliaucc; provided, however, that the obligations under this
<br />Section do not constitute a waiver of MRI's termination rights. Client
<br />acknowledges that the Software may include a license manager
<br />compnucOL to track usage of Lhe Software and agrees not to impede,
<br />disable Or otherwise underinine Such license manager's operation.
<br />10.8 Reserved.
<br />10.9 Relationship. The Agreement is not intended to create a
<br />partnership, franchise, joint venture, agency, or a fiduciary Or
<br />employment relationship. Neither Party may bind the other Party or act
<br />III a manner which expresSCS or implies a rclatiunship other than that of
<br />independent contractor.
<br />10.10 Invalidity. If any provision of the Agreement shall be held to be
<br />Invalfd, flhcgal or unanfarccahlc, the validity, Irgalffy and rnforrcnbihty
<br />Of the remainlrlg provisions shalt not in any way be affected or impaired.
<br />10.11 Survival. The following provisions will Survive any termination or
<br />expiration of Lhe AgreemenL of a Schedule: SeCLiOnS 1, 2, 3, 4, 6.1, 6.2,
<br />6.5. 7. 8. 9, and 10.
<br />10.12 No Waiver. Any waiver of the provisions of the Agreement or of
<br />a Patty's ng]lts or relnedles Under tire Agreement uAUt be Ili wntlnq all(]
<br />include a signature by an authorized representative of each Party to be
<br />effective. Any such waiver shall constitute a waiver only with respect to
<br />tha sprc]fic nlattcx- dcscrihcd fn such wrlting and shall fn nu way impair
<br />the rights of the Party granting such waiver in any other respect or at any
<br />other time. The waiver by either of the Parties hereto of a breach or of
<br />A default under any of the provisions of the Agrennrht shall not hC
<br />construed as a waiver of any other breach or default of a similar nature,
<br />or as a waiver of any of such provisions, rights or privileges hereunder.
<br />The rights and remedies herein provided arc cumulative and none is
<br />exclusive of any other, or of any rights or remedies that any Party may
<br />otherwise have at law or in ec]uiW. Failure, neglech ur delay by a Party
<br />[O enforce the provisons of the AgrOP.]11e11t Or its rights or remedies at
<br />any time, shall not be construed and shall not be deemed to be a waiver
<br />of such Party's r ighls udder the Agreenlerll and shall [lot in any way at leC-t
<br />the validity of the whole or ally part of the Agreement arprejudice such
<br />Party's right to take subsequent action.
<br />10.13 Entire Agreement, Client hereby releases and discharges MRI
<br />from ally and all Claims for relief, Causes Of aCLion, Of demands arising
<br />out of or in any way relating Lo any event, act or o¢ulTence prior to the
<br />[ommenremcht Date of [Ills Agreclnent. No mndlflrinnn to Hir
<br />Agreement will be binding unless in writing and includes a signature by
<br />an authorized representative of each Party. All pre-printed terms of any
<br />Chenf purchase older Or other Client huso less proccsnig doaluxmt shall
<br />have no effect.
<br />Client: HousinC�A1RhQ1P)-WC4 City of Santa Ana MRI Confidentiat3 — 37 raf4l,?9?01
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