2003/10/15 Council Agenda Packet

11. Termination (a) The license granted by this Agreement is effective until terminated. (b) Trapeze has the right to terminate the license granted under this Agreement if Licensee is in default of any term or condition of this Agreement, and fails to cure such default within seven (7) days after receipt of written notice of such default. Without limitation, the following are deemed Licensee defaults under this Agreement: (i) Licensee fails to pay any amount when due hereunder; (ii) Licensee becomes insolvent or any proceedings will be commenced by or against Licensee under any bankruptcy,insolvency or similar laws. (c) If Licensee develops software that is competitive with the Software, or Licensee is acquired by or acquires an interest in a competitor of Trapeze,Trapeze shall have the right to terminate this Agreement immediately. (d) If the license granted under this Agreement is terminated, Licensee will immediately return to Trapeze all copies of the Software,the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to Trapeze that all copies or partial copies of the Software,the Documentation and such other materials have been returned to Trapeze or destroyed. 12. Force Majeure Trapeze will not be responsible for, and its performance of obligations will automatically be postponed as a result of, delays beyond Trapeze's reasonable control,provided that Trapeze notifies the Licensee of its inability to perform with reasonable promptness and performs its obligations hereunder as soon as circumstances permit. 13. Assignment This Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the prior written consent of Trapeze. 14. Applicable Law This Agreement will be governed by and construed in accordance with the laws of the State of Washington. It is agreed that venue for any lawsuit arising out of this Agreement shall be Snohomish County. 15. Third Parties No party other than Licensee shall be licensed to use the Software by this Agreement, unless such use is expressly permitted by the terms of this Agreement. In the event that this Agreement does allow for the use of the Software by certain designated third party service providers,the Licensee shall be responsible for taking all reasonable steps to ensure that the service provider is fully compliant with the terms of this Agreement including without limitation any restrictions on use of the Software and obligations of confidentiality. Trapeze does not assume, and hereby expressly excludes, any obligations or duties to any third parties,whether expressly named in this Agreement or not,which may be inferred or implied by statute,regulation,common law,equity or otherwise. 16. Notices All notices must be in writing and will be duly given if delivered personally or sent by registered or certified mail to the respective addresses of the parties appearing on page one of this Agreement. Any notice given will be deemed to have been received on the date it is delivered if delivered personally, or, if mailed, on the fifth business day next following its mailing. Either party may change its address for notices by giving notice of such change,as required in this section. 17. Purchase Order Upon execution of this Agreement, Licensee will issue a Purchase Order specifying the amount of$71,065 U.S.(this amount excludes any sales taxes, first year maintenance fees or escrow fees which may apply) for the provision of Software licenses and Services, as set out in the Summary of Proposed Pricing. The Purchase Order will be governed exclusively by the terms and conditions of this Agreement. Everett/INFO/License Page 5 of 8 42