25A - AGMT EMPLOYEE TRACKING SVCS

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1.1 Notices. Any notice to be given hereunder to any Party hereto shall be in writing and delivered personally or by registered or certified national mail service or by any overnight courier service, postage or fees prepaid, addressed to the respective Party at the address set forth in this Agreement. 1.2 Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, will be settled by arbitration in California, specifically Orange County in accordance with the Commercial Arbitration Rules of the American Arbitration Association, using three arbitrators, and judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. Any legal or financial services required to resolve any controversy or claim relating to this Agreement shall be paid for by the losing party. 1.3 Amendment: Entire Agreement. The Addendum(s) to this Agreement are incorporated herein by reference as if set out herein in their entirety. This Agreement, Including the Addendum(s) to this Agreement constitutes the entire agreement between the Parties hereto relating to the subject matter hereof, and supersedes all prior or contemporaneous negotiations, agreements, representations and understandings, whether oral or written, related to the subject matter. This Agreement may be amended only by mutual written agreement of the Parties and no amendment, modification, change, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver, or discharge is sought to be enforced. 1.4 Section Headings. The Section headings herein are for convenience only and are not intended to affect the meaning or interpretation of this Agreement. 1.5 Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto. 1.6 Consents and Approval. Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent. 1.7 Further Assurances. Each Party covenants and agrees that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each Party shall execute and deliver any further legal Instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement. 1.8 Performance of Responsibilities Except as otherwise provided in this Agreement, each Party covenants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by (i) modifications made by the other Party or Its contractors or subcontractors, without the knowledge or approval of the performing Party;( 11) the other Party's combination of the performing Party's work product or Materials with Items not furnished, specified or reasonably anticipated by the performing Party or contemplated by this Agreement; (iii) a breach of this Agreement by the other Party; (iv) the failure of the other Party to use corrections or modifications provided by the performing Party offering equivalent features and functionality, or (v)Third Party Software, except to the extent that such infringement or misappropriation arises from the failure of the performing Party to obtain the necessary licenses or required consents or to abide by the limitations of the applicable Third Party Software licenses. Each Party further covenants that it will not use or create materials in connection with the Services which are libelous, defamatory or obscene. 1.9 Covenant of Good Faith. Each Party agrees that, in Its respective dealings with the other Party under or in connection with this Agreement, it shall act in good faith. 25A-9