2010/07/07 Council Agenda Packet

15 5. CONTACTS AND NOTICES. 5.1 Designated Business Contacts. The following persons are appointed as primary account contacts with respect to this Agreement and the ADN Membership Application: For Autodesk: For Developer: Autodesk, Inc. As stated in the ADN Membership As stated in the Initial Paragraph of this Agreement Application Attn.: Melrose Ross "'Autodesk Developer Network (This contact shall be subject to change without notice.) 5.2 Notices. Any notice or other document or communication required or permitted hereunder to the parties hereto will be deemed to have been duly given only if in writing,addressed to the Designated Contact indicated above, and delivered by any of the following methods: (i)registered mail,return receipt requested, postage prepaid; (ii) confirmed facsimile or (iii) deposit with a recognized commercial overnight courier service,fees prepaid, in each case delivered to the addresses of the receiving parties set forth below or such other addresses as such partiesmay subsequently dictate according to the notice provisions hereof. Notice is deemed to have been given five (5) days after deposit in the mail, immediately upon confirmation of sent facsimile or one day after deposit with overnight carrier or delivery service,except that notice of change of address is effective only upon receipt. 6. TERM. This Agreement shall be effective on the date of latest signature on this Agreement and receipt of payment by Developer to Autodesk of the Enrollment Fee, ("Effective Date") and shall remain in full force and effect through the end of the then current calendar year; thereafter, this Agreement shall automatically renew for additional one (1) year periods, provided: Developer has paid to Autodesk the then current Enrollment Fee, unless this Agreement has been earlier terminated in accordance with its terms. 7. TERMINATION. 7.1 Termination with Cause. Either party may terminate this Agreement for a material breach of the terms of this Agreement that has not been corrected within ten (10) days after delivery of written notice of such breach from the other party. 7.2 Termination without Cause. Either party may terminate this Agreement without cause with thirty (30) days prior written notice. If Autodesk terminates this Agreement pursuant to this subsection, Autodesk shall return a pro-rata portion of Developer's Enrollment Fee for the current year. If Developer terminates this Agreement pursuant to this subsection, Developer shall not be entitled to refund of Developer's Enrollment Fee. 7.3 Survival.The provisions of Sections 2, 10.4, 10.8, 12, 13, 14 and 15 of this Agreement shall survive the termination or expiration of this Agreement. 7.4 Effect of Termination. Autodesk's right to terminate in accordance with this Section are in addition to, and shall not limit or prejudice, any other right or remedy available under this Agreement, at law or in equity. 8. ENROLLMENT FEE. ADN Program Agreement-Americas Page 6 of 11 11-Nov-09 101