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receiving notice of such breach from Company. Upon such
<br />termination, Customer shall immediately cease all use of the
<br />software and Hardware, and Company may terminate
<br />Customer's access to the software. Company may require that
<br />Customer return the Hardware to Company and /or allow
<br />Company access to Customer's facility to retrieve the Hardware.
<br />Such termination shall not relieve Customer of its obligation to
<br />immediately pay all amounts then due to Company.
<br />11. Government Contracts.
<br />11.1 In the event that Company shall perform Services under
<br />this Agreement in connection with any government contract in
<br />which Customer may be the prime contractor or subcontractor
<br />for a government contract, Company agrees to abide by all
<br />laws, rules and regulations relating to said government
<br />contract; provided that Customer provides a copy of the
<br />contract to Company prior to execution of this Agreement.
<br />11.2 Company advises that, to the extent allowed by law, the
<br />resultant contract terms and pricing may be extended to other
<br />State of California jurisdictions, public entities, political
<br />subdivisions and government cooperative purchasing group(s)
<br />whose processing requirements, applications, specifications
<br />and standards coincide with the processing requirements,
<br />applications, specifications and standards herewith. The
<br />extension of this contract to any entity is at the sole discretion
<br />of Company. A qualified entity choosing to join this contract
<br />shall execute a separate contract with the specifications,
<br />pricing, terms and rights provided herewith, directly between
<br />the entity and Company, and shall commit a separate
<br />purchase order and pay for supplies and services by means of
<br />their individual accounting and purchasing departments. Any
<br />processing requirements, applications, specifications and /or
<br />standards not covered herewith will be developed and priced
<br />separately, based on the entity's additional requirements and
<br />specifications, and appended to the new resultant contract.
<br />The entity shall deal directly with Company concerning the
<br />placement of orders, invoicing, contractual disputes and all
<br />other matters. Failure to extend this contract to any entity
<br />shall have no effect on the consideration of Company's current
<br />bids or agreements.
<br />12. General Provisions.
<br />12.1 Governing Law; Jurisdiction,
<br />This Agreement will be governed by and construed in
<br />accordance with the laws of the State of California without
<br />reference to its conflicts of law provisions. The United Nations
<br />Convention on Contracts for the International Sale of Goods
<br />does not apply to and shall not be used to interpret this
<br />Agreement. Any action or proceeding arising from or relating
<br />to this Agreement must be brought in the federal or state
<br />court located in Orange County, California.
<br />12.2 Severability.
<br />If any provision of this Agreement is unenforceable, such
<br />provision will be changed and interpreted to accomplish the
<br />objectives of such provision to the greatest extent possible
<br />under applicable law and the remaining provisions will continue
<br />in full force and effect. Without limiting the generality of the
<br />foregoing, Customer agrees that Section 7 will remain in effect
<br />notwithstanding the unenforceability of any provision in Section
<br />6.
<br />12.3 Notices.
<br />All notices, consents and approvals under this Agreement must
<br />be delivered in writing by courier, by electronic facsimile (fax),
<br />or by certified or registered mail (postage prepaid and return
<br />receipt requested) to the other party at the address set forth
<br />beneath such party's signature, and will be effective upon
<br />receipt or three (3) business days after being deposited in the
<br />mail as required above, whichever occurs sooner. Either party
<br />may change its address by giving notice of the new address to
<br />the other party.
<br />12.4 Force Majeure.
<br />Any delay in the performance of any duties or obligations of
<br />either party (except the payment of money owed) will not be
<br />considered a breach of this Agreement if such delay is caused
<br />by a labor dispute, shortage of materials, fire, earthquake,
<br />flood, or any other event beyond the reasonable control of
<br />such party, provided that such party uses reasonable efforts,
<br />under the circumstances, to notify the other party of the
<br />circumstances causing the delay, to mitigate the harm or
<br />damage caused by such delay, and to resume performance as
<br />soon as possible.
<br />12.5 Attorneys' Fees.
<br />In the event of a dispute between Customer and Company
<br />concerning this Agreement, the prevailing party in the litigation
<br />shall be entitled to recover its reasonable attorneys' fees and
<br />expenses from the other party.
<br />12.6 Injunctive Relief.
<br />A breach of any of the representations, warranties, or covenants
<br />contained in this Agreement will result in irreparable and
<br />continuing damage to Company for which there will be no
<br />adequate remedy at law, and Customer acknowledges and
<br />agrees that Company is therefore entitled to seek injunctive
<br />relief to restrain a breach or threatened breach of this
<br />Agreement or to specifically enforce this Agreement, without
<br />proving that any monetary damages have been sustained and
<br />without the requirement of posting a bond or other security.
<br />The foregoing equitable remedy will be deemed to be non-
<br />exclusive and in addition to all other remedies available at law
<br />or in equity. All rights and remedies are cumulative and may be
<br />exercised singularly or concurrently.
<br />12.7 Survival.
<br />Sections 5, 6.4, 7.2, 8, 9, 10, and 12 and the rights and
<br />obligations therein will survive termination of this Agreement
<br />for any reason.
<br />12.8 Waiver.
<br />All waivers must be in writing. Any waiver or failure to enforce
<br />any provision of this Agreement on one occasion will not be
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