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Template revision date:July 2020 OPA Review#2021ZQ-11505 <br /> c. Unlimited Liabilities.Nothing in this Agreement excludes or limits either party's Liability for: <br /> i. death or personal injury resulting from its negligence or the negligence of its employees or <br /> agents; <br /> willful misconduct or a lack of good faith; <br /> iii, fraud or fraudulent misrepresentation; <br /> iv. breach of Section 2(Confidential Information);or <br /> v. matters for which liability cannot be excluded or limited under applicable law. <br /> 10. Independent Development. <br /> The USGS understands that the Licensee may currently or in the future develop information internally or <br /> receive information from other parties that may be similar to the delivered ShakeAlert Materials.Accordingly, <br /> nothing in this Agreement will be construed as a representation or inference that the Licensee will not develop <br /> products,or have products developed for it,that compete with or are similar to the ShakeAIert Materials. <br /> Licensee shall ensure that no Independent Development breaches the terms of this Agreement. <br /> 11. Term and Termination. <br /> 11.1. Term. <br /> This Agreement is renewed annually unless terminated by either Party.This Agreement will continue <br /> until terminated in accordance with this Section 11.2. <br /> 11.2. Termination. <br /> Either Party may terminate this Agreement for any reason with 30 days prior written notice.However,if <br /> USGS reasonably believes that immediate termination is in the best interests of the government or serves <br /> the public's interest,then USGS may terminate this Agreement immediately without any advance notice. <br /> 11.3. Effects of Termination. <br /> Upon termination: <br /> a. Licensee will stop utilizing ShakeAlert Materials(subject to any wind-down provisions agreed to <br /> by the parties in writing)and return to USGS or destroy all copies of the ShakeAlert Materials in <br /> accordance with instructions from USGS;and <br /> b. Not Used <br /> 12. Governing Law. <br /> This Agreement shall be governed by and interpreted in accordance with United States Federal Law. <br /> Prior to seeking a court of competent jurisdiction for any outstanding dispute,the parties agree to resolve such <br /> matters through submission of their dispute to USGS' and Licensee's respective signatories for an agreed <br /> resolution between the parties. <br /> 13. Assignment. <br /> ShakeAlert Evaluation License Agreement,Application,and Statement of Work-07/2020 Page 6 of 10 <br />