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11.0 SALES, USE AND PROPERTY TAX 11.1 Customer shall be solely responsible for payment or reimbursement to TriTech of all sales, use, or similar taxes imposed upon this transaction by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or TriTech. Customer shall also pay all personal property taxes levied by government agencies based upon Customer's use or possession of the items acquired or licensed in this Agreement. 12.0 SEVERABILITY 12.1 If any term, provision, condition or covenant of this Agreement is held to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 13.0 FORCE MAJEURE/EXCUSABLE DELAY 13.1 TriTech shall not be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in delivery or performance as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor to TriTech if such default arises out of causes beyond their control and/or other similar occurrences beyond TriTech's reasonable control. In the event of such delay, performance or delivery shall be extended for a period of time as may be reasonably necessary to compensate for such delay. i E, K1=0161 01 GA13R49 10111 14.1 The division of this Agreement into sections is for convenience only and shall not affect the construction hereof. If any clause, sentence, paragraph, article, or section of this Agreement is held to be invalid or unenforceable for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the clause, sentence, paragraph, article, or section of this Agreement so adjudged to be invalid or unenforceable. 15.0 WAIVER 15.1 The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. 15.2 No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any parry to or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 16.0 ENTIRE AGREEMENT 16.1 This Agreement and its Addendum(s) or Amendment(s) represent the entire agreement between the parties hereto and a final expression of their agreements with respect to licensing of the TriTech Software and supersedes all prior written agreements, oral agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement. 17.0 APPLICABLE LAW 17.1 Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California applicable to contracts between residents. 18.0 ASSIGNMENT 18.1 Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Customer without the prior written consent of TriTech, which consent will not be unreasonably withheld. For purposes of this Agreement, it is agreed, but not by way of limitation, that TriTech's withholding of /�'yyyJJJp/n/Software Support Agreement (24 }lour) - Agreement Number 1087 Customer: v "" TriTech: Cil Page 4 of 7 V6 - 5/94 Copyright Q American TriTech