Cityworks/Azteca Systems LLC 12/11/2020

greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the portions affected. 9.19 Governing Law,Disputes,and Arbitration. This License Agreement shall be governed by and construed in accordance with the laws of the State of Washington without reference to conflict of laws principles,except that US federal law shall govern in matters of intellectual property.Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: • Consultation and negotiation in good faith and a spirit of mutual cooperation: • Mediation,by a mutually acceptable mediator chosen by the parties,which cost is shared equally; • If the matter cannot be settled through negotiation or mediation,then it shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency,this License Agreement is subject to the Contract Disputes Act of 1978,as amended(41 USC 601-613),in lieu of the arbitration provisions of this clause.This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods,the application of which is expressly excluded. 9,11 Maintenance.Maintenance for qualifying Software consists of updates and other benefits,such as access to technical support,are provided during the Term of Use. Maintenance is specified as set forth in Addendum 42. 9.12 Feedback.Azteca Systems may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions,any improvements to Cityworks Software or Products,and any related intellectual property,are owned by Azteca Systems. 9.13 Patents.Licensee may not seek,and may not permit any other user to seek,a patent or similar right worldwide that is based on or incorporates any Azteca Systems technology or services.This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services. or any portion thereof,are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement.This License Agreement,including its incorporated documents.addendums,and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,understandings,and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders.invoices,or other standard form documents exchanged during the ordering process,other than product descriptions,quantities,pricing,and delivery instructions, are void and of no effect.Any modification(s)or amendment(s)to this License Agreement must be in writing and signed by each party or as otherwise provided in Addendum 41. IN WITNESS WHEREOF,the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZTECA SYSTEMS, LLC CITY OF EVERE --(LICENSEE) ;, By: gin By:. Name: Brian L.liaslam Name: Cier6( ii____V2.41,14164 41 Title: President-CEO Title: H is, `LCYZ__-_ Date: I© 1,2 7 470 Date: AS T. 2 it City lerk Standard License& Maintenance Agreement Page 8 of 1 10 Med. Office of the City Attorney APPROVED AS TO FORM David C.Hall,City Attorney