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4 <br /> Agreement Number:000 1461 <br /> and accurate records documenting compliance with this Agreement and retain such records for a minimum of <br /> three(3) years from the last payment due hereunder. During the term and for a period of one (1) year after <br /> expiration or termination,TANA shall have the right,at its expense and upon reasonable notice,to examine,or <br /> to have its representative(s)examine,Licensee's records and/or operations to verify Licensee's compliance with <br /> the requirements of this Agreement and the amounts due to TANA. <br /> 8. Limitation of Liability. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR <br /> A BREACH BY LICENSEE OF SECTION 1 OR SECTION 2 OF THE AGREEMENT,NEITHER PARTY <br /> NOR ITS LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, <br /> CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS <br /> AGREEMENT, INCLUDING LOST PROFITS, COSTS OF COVER, DAMAGES FOR LOSS OF USE OR <br /> INTERRUPTION OF BUSINESS AND THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS <br /> ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO A VIOLATION <br /> OF CONFIDENTIALITY OR A BREACH BY LICENSEE OF THE LICENSE, IN NO EVENT WILL THE <br /> TOTAL LIABILITY OF EITHER PARTY OR ITS LICENSORS ARISING OUT OF THIS AGREEMENT <br /> EXCEED THE AMOUNTS PAID OR PAYABLE TO TANA IN THE TWELVE (12) MONTH PERIOD <br /> PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. <br /> 9. Term and Termination <br /> 9.1 Term of Agreement The term of this Agreement is for three (3) years (the "Initial Term"). Term <br /> relates to delivery and payment. This Agreement shall continue thereafter for successive one(1)year renewal <br /> periods (each a"Renewal Term"; collectively"the Term")if Licensee provides TANA with a purchase order <br /> by the anniversary date of the Agreement in order to receive subsequent shipments of the Licensed Products at <br /> the terms contained herein. At the conclusion of the then current Term, Licensee must cease all use of the <br /> Licensed Products. <br /> 9.2 Termination. This Agreement shall become effective as of the Effective Date as set forth below and <br /> shall remain in force until terminated as provided herein.Either party may terminate this Agreement on written <br /> notice in the event of a material breach by the other party that remains uncured for a period of thirty(30)days <br /> from the date of notice to cure,provided that in the event of a breach of the scope of the licenses granted the <br /> cure period shall be ten (10) days. Either party may terminate this Agreement on written notice to the other <br /> party in the event the other party ceases to do business in the ordinary course,makes a general assignment for <br /> the benefit of creditors or commences or has commenced against it any insolvency or receivership proceedings. <br /> 9.3 Effect of Termination. Upon any termination of this Agreement, Licensee shall: (a) immediately <br /> discontinue use and return to TANA or destroy all copies of the Licensed Products in its possession;(b)pay to <br /> TANA,within ten(10)days after the date of such termination,an amount equal to the License Fees as set forth <br /> on page I of this Agreement for the remainder of the Term;and(c)provide an affidavit signed by an officer,or <br /> other authorized individual,attesting to the performance of items(a)and(b)and acknowledging the continuing <br /> obligations of confidentiality under Section 2.1. Sections 2.1,2.2,3.2,7,8,9 and 10 shall survive termination <br /> of this Agreement. <br /> 10. General <br /> 10.1 Compliance with Laws. Licensee will comply with all laws applicable in connection with use of <br /> the Licensed Products. Licensee acknowledges and understands that the Licensed Products may be subject to <br /> restrictions on export and agrees to comply with any applicable export laws. <br /> 10.2 Publicity. If either party wishes to issue a press release or engage in marketing activities in <br /> connection with this Agreement,such releases will be subject to prior review and written approval of the other <br /> party. Licensee agrees that TANA may publicly announce and list Licensee as a customer of TANA. <br /> 10.3 Independent Contractors. The parties are independent contractors. Neither party shall be deemed <br /> to be an employee,agent,partner or legal representative of the other for any purpose and neither shall have any <br /> right,power or authority to create any obligation or responsibility on behalf of the other. <br /> 9 <br /> TANA City of Everett—Everett Transit,Government License Agreement,10/2006,Page 3 Licensee <br /> CA-06-I Non-Perpetual Internal and Non-Perpetual Internet Use <br /> TANA CONFIDENTIAL <br />