2005/12/14 Council Agenda Packet

Exhibit A 1I 8. Sales Taxes. Customer shall pay any and all sales, use, excise or other taxes imposed upon the license of the Software, Data and Documents to Customer. Customer shall indemnify and hold harmless Licensor from and against any costs, fees, penalties, interest and expenses, including reasonable attorneys' fees, in connection with any assertion by any taxing authority that Licensor has failed to collect and remit sales or use tax on any transactions hereunder. 9. Export. Customer acknowledges that the Software may be subject to restrictions and controls imposed by the United States Export Administration Act and regulations thereunder and agrees and certifies that the Software is not being acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the United States Export Administration Act or the regulations thereunder and will not be used for any purpose prohibited thereby. 10. Government Restricted Rights. The Software is subject to restrictions under the Federal Government Acquisition Regulations and agency supplements thereto and is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. The use, duplication or disclosure by the Government is subject to the restrictions set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and FAR 52.227.19. Manufacturer is ASI, 9725 Datapoint Dr., Ste.300B San Antonio, TX 78229. 11. Termination. This Agreement shall continue in effect for the period listed in the Publishing Service Agreement; provided that if Customer fails to comply with any provision of this Agreement, this Agreement shall automatically terminate without notice. Upon termination of this Agreement for any reason, Customer shall have no further right to possess or use the Software, Data or Documents, and Customer shall promptly return to Licensor all Media, Software, Documents and Data delivered by Licensor to Customer, and all copies thereof. The termination of this Agreement shall not release or otherwise affect any rights or obligations of any party hereto which may have arisen prior to the date of such termination, including Customer's obligations under Sections 3, 5, 6, 7 and 8. 12. Entire Agreement. This Agreement, together with any schedules attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, written or oral. 13. Amendments and Waivers. No supplement, modification or amendment of any provision of this Agreement shall be binding unless executed in writing by Licensor and Customer. No provision of this Agreement shall be deemed to have been waived unless such waiver is executed in writing by the party waiving such provision. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. 14. Severability. If any provision of this Agreement is held to be unenforceable, invalid or void, such provision shall be deemed to be severable from the remaining provisions of this Agreement, and such holding shall in no way impair or affect the validity or enforceability of the remaining provisions of this Agreement, which shall then be construed as if such invalid or unenforceable provisions were omitted. 15. Assignment. This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns; provided, City of Everett,WA December 8,2005 idsTM' LICENSE AGREEMENT Page: 3 56