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other rights and remedies pursuant to this including any new or surviving entity that results <br /> Agreement. from such merger, acquisition and/or other <br /> consolidation. However, the following will not be <br /> 7. Confidential Information. Except as considered "assignments" for purposes of this <br /> otherwise permitted under this Agreement, the Agreement: SunGard Public Sector's <br /> Recipient will not knowingly disclose to any assignment of this Agreement or of any <br /> third party, or make any use of the Discloser's SunGard Public Sector rights under this <br /> Confidential Information. The Recipient will Agreement to SunGard Public Sector's <br /> use at least the same standard of care to successor by merger or consolidation or to any <br /> maintain the confidentiality of the Discloser's person or entity that acquires all or substantially <br /> Confidential Information that it uses to all of its capital stock or assets; and SunGard <br /> maintain the confidentiality of its own Public Sector's assignment of this Agreement to <br /> Confidential Information of equal importance. any person or entity to which SunGard Public <br /> Except in connection with the Software and Sector transfers any of its rights in the Software. <br /> any software provided with the Software, the <br /> non-disclosure and non-use obligations of this 11. No Waiver. A party's failure to enforce its <br /> Agreement will remain in full force with rights with respect to any single or continuing <br /> respect to each itern of Confidential breach of this Agreement will not act as a waiver <br /> Information for a perioc; of ten (10) years after of the right of that party to later enforce any such <br /> Recipient's receipt of that item. However, rights or to enforce any other or any subsequent <br /> Customer's obligations to maintain both the breach. <br /> Software and any software provided with the <br /> Software as confidential will survive in 12. Choice of Law; Severability. This <br /> perpetuity. Agreement will be governed by and construed <br /> under the laws of the State of Florida, without <br /> 8. Notices. All notices and other reference to the choice of laws provisions <br /> communications required or permitted under thereof. If any provision of this Agreement is <br /> this Agreement must be in writing and will be illegal or unenforceable, it will be deemed <br /> deemed given when: Delivered personally; stricken from the Agreement and the remaining <br /> sent by United States registered or certified provisions of the Agreement will remain in full <br /> mail, return receipt requested; transmitted by force and effect. <br /> facsimile confirmed by United States first <br /> class mail; or sent by overnight courier. 13. LIMITATIONS OF LIABILITY. <br /> Notices must be sent to a party at its address <br /> shown on the first page of this Agreement, or (a) LIMITED LIABILITY OF SUNGARD <br /> to such other place as the party may PUBLIC SECTOR. SUNGARD PUBLIC <br /> subsequently designate for its receipt of SECTOR'S LIABILITY IN CONNECTION WITH <br /> notices. THE IMPROVEMENTS OR ANY OTHER <br /> MATTER RELATING TO THIS AGREEMENT <br /> 9. Force Majeure. Neither party will be WILL NOT EXCEED THE FEES THAT <br /> liable to the other for any failure or delay in CUSTOMER ACTUALLY PAID TO SUNGARD <br /> performance under this Agreement due to PUBLIC SECTOR FOR THE IMPROVEMENTS <br /> circumstances beyond its reasonable control, FOR THE YEAR THAT SUCH LIABILITY <br /> including Acts of God, acts of war, accident, ARISES. <br /> labor disruption, acts, omissions and defaults <br /> of third parties and official, governmental and (b) EXCLUSION OF DAMAGES. <br /> judicial action not the fault of the party failing REGARDLESS OF WHETHER ANY REMEDY <br /> or delaying in performance. SET FORTH HEREIN FAILS OF ITS <br /> 10. Assignment. Neither party may ESSENTIAL PURPOSE OR OTHERWISE, IN <br /> assign any of its rights or obligations under NO EVENT WILL SUNGARD PUBLIC <br /> this Agreement, and any attempt at such SECTOR BE LIABLE TO CUSTOMER FOR <br /> assignment will be void without the prior ANY SPECIAL, INCIDENTAL, OR <br /> written consent of the other party. For CONSEQUENTIAL DAMAGES, WHETHER <br /> purposes of this Agreement, "assignment" will BASED ON BREACH OF CONTRACT, TORT <br /> include use of the Software for benefit of any (INCLUDING NEGLIGENCE), PRODUCT <br /> third party to a merger, acquisition and/or LIABILITY, OR OTHERWISE, AND WHETHER <br /> other consolidation by, with or of Customer, OR NOT SUNGARD PUBLIC SECTOR HAS <br /> Page 5 of 9 <br /> SPS STANDALONE Maintenance 072415 4435-160022 Everett,WA Annual Maintenance Agreement <br />