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10.1 The Software is a "commercial item ", as that term is
<br />defined at 48 C.F.R. 2.101, consisting of "commercial
<br />computer software" and "commercial computer software
<br />documentation ", as such terms are used in 48 C.F.R. 12.212
<br />or48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R.
<br />12.212 and 48 C.F.R 227.7202 -1 through 227.7202 -4, the
<br />Software is licensed to any U.S. Government end users (i) only
<br />as a commercial end item and (ii) with only those rights as are
<br />granted to all other end users pursuant to the terms and
<br />conditions herein. Company and licensor of the Software is
<br />Selectron Technologies, Inc., 12323 SW 6611 Avenue,
<br />Portland, Oregon 97223, USA. This Section 10.1, consistent
<br />with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of,
<br />and supersedes, any other Federal Acquisition Regulation,
<br />Defense Federal Acquisition Regulation Supplement, or other
<br />clause or provision that addresses United States Government
<br />rights in computer software, technical data, or computer
<br />software documentation.
<br />10.2 Company advises that, to the extent allowed by law, the
<br />resultant contract terms and pricing may be extended to
<br />other State of California jurisdictions, public entities, political
<br />subdivisions and government cooperative purchasing
<br />group(s) whose processing requirements, applications,
<br />specifications and standards coincide with the processing
<br />requirements, applications, specifications and standards
<br />herewith. The extension of this contract to any entity is at
<br />the sole discretion of Company. A qualified entity choosing
<br />tojoin this contract shall execute a separate contract with the
<br />specifications, pricing, terms and rights provided herewith,
<br />directly between the entity and Company, and shall commit
<br />a separate purchase order and pay for supplies and services
<br />by means of their individual accounting and purchasing
<br />departments. Any processing requirements, applications,
<br />specifications and /or standards not covered herewith will be
<br />developed and priced separately, based on the entity's
<br />additional requirements and specifications, and appended to
<br />the new resultant contract. The entity shall deal directly with
<br />Company concerning the placement of orders, invoicing,
<br />contractual disputes and all other matters. Failure to extend
<br />this contract to any entity shall have no effect on the
<br />consideration of Company's current bids or agreements.
<br />11. Support and Maintenance.
<br />Customer may purchase support for and maintenance of the
<br />Software from Company by entering into a separate
<br />PremierPro Support and Maintenance Agreement with
<br />Company.
<br />12. Term and Termination.
<br />12.1 This SLA shall continue indefinitely, unless terminated
<br />earlier in accordance with this Section 12 (the "Term ").
<br />12.2 Customer may terminate this SLA at any time by
<br />returning or deleting all copies of the Software in Customer's
<br />possession and providing Company written notice that
<br />Customer has done so. Under no circumstances will
<br />Company provide a refund of paid fees to Customer.
<br />12.3 Company may terminate this SLA, all other agreements
<br />between the parties, if any, and Customer's right to continue
<br />to use the Software hereunder, immediately upon written
<br />notice if Customer breaches a material term or condition of
<br />this SLA, including Customer's failure to pay the License Fee
<br />when due, and fails to cure such breach within sixty (60) days
<br />of being notified of the breach by Company. Upon such
<br />termination, Customer shall immediately cease all use of the
<br />Software, and Company may terminate Customer's access to
<br />the Software. Further, upon such termination, Customer
<br />must promptly return all copies of the Software and related
<br />documentation in its possession or under its control to
<br />Company and provide Company with written notice that it
<br />has done so.
<br />12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and
<br />obligations therein shall survive any termination of this SLA.
<br />13. General Provisions.
<br />13.1 Independent Contractor Relationship.
<br />Company's relationship with Customer will be that of an
<br />independent Contractor and nothing in this Agreement should
<br />be construed to create a partnership, joint venture, or
<br />employer - employee relationship. Customer is not an agent of
<br />Company and is not authorized to make any representation,
<br />contract, or commitment on behalf of Company, or to bind
<br />Company in any way. Company is not an agent of Customer
<br />and is not authorized to make any representation, contract, or
<br />commitment on behalf of Customer, or to bind Customer in
<br />anyway. Company will not be entitled to any of the benefits,
<br />which Customer may make available to its employees, such as
<br />group insurance, profit sharing or retirement benefits.
<br />13.2 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 conflict 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 />13.3 Severability.
<br />If any provision of this SLA is unenforceable, such provision
<br />will be changed and interpreted to accomplish the objectives
<br />of such provision to the greatest extent possible under
<br />applicable law, and the remaining provisions will continue in
<br />full force and effect. Without limiting the generality of the
<br />foregoing, Customer agrees that Section 8 will remain in
<br />effect notwithstanding the unenforceability of any provision
<br />in Section 7.
<br />13.4 Contact Information.
<br />Should Customer have any questions concerning this SLA, or
<br />if Customer desires to contact Selectron Technologies, Inc.
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