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<br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 5 of 10
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<br />8.7 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY
<br />EXCLUSIVE REMEDY.
<br />9. TERM AND TERMINATION
<br />9.1 Reserved.
<br />9.2 Termination. Either Party may terminate the Agreement
<br />including all Schedules immediately upon written notice in the event that
<br />the other Party commits a non-remediable material breach of the
<br />Agreement, or if the other Party fails to cure any remediable material
<br />breach or provide a written plan of cure acceptable to the non-breaching
<br />Party within 30 days of being notified in writing of such breach, except
<br />for breach of Section 3.1 (Fees and Payment Terms) which shall have a
<br />ten (10) day cure period.
<br />Where a Party has a right to terminate the Agreement, the non-breaching
<br />Party may at its discretion either terminate the Agreement or the
<br />applicable Schedule. Schedules that are not terminated shall continue in
<br />full force and effect under the terms of this Master Agreement.
<br />9.3 Post-Termination Obligations. Following termination of the
<br />Agreement or a Schedule (for whatever reason), Client shall certify that
<br />it has returned or destroyed all copies of the applicable Software,
<br />Content and Confidential Information of MRI and acknowledges that its
<br />rights to use the same are relinquished. Termination of this Agreement
<br />for any reason shall not excuse Client’s obligation to pay in full any and
<br />all amounts due for Fees due and owing, nor shall termination by MRI
<br />result in a refund of fees paid for Fees due and owing. Client shall use its
<br />commercially reasonable efforts to remove all Client Data from any
<br />Software or SaaS Service prior to termination of the Agreement or
<br />applicable Schedule. Client may engage MRI to assist Client in removing
<br />such Client Data at MRI’s then standard rates. If any Client Data remains
<br />in the Software or SaaS Service more than 30 days after the effective
<br />date of termination, MRI may, in its sole discretion and without notice,
<br />delete any and all Client Data. At any time before or after terminat ion,
<br />if an Owner requests that any Client Data be provided directly to such
<br />Owner, Client agrees that MRI may transfer such Client Data directly to
<br />such Owner, and that MRI shall not be liable for any damages that result
<br />from the transfer of Client Data to an Owner.
<br />10. GENERAL PROVISIONS
<br />10.1 Publicity. Client may not use the name, logo or otherwise of MRI
<br />in any publicity without the prior written approval of MRI, which approval
<br />shall not be unreasonably withheld. Each Party shall complete its review
<br />of any proposed materials or activities submitted by the other Party
<br />within five (5) business days of its receipt of such materials from the
<br />other Party. Client agrees it will participate in a joint press release within
<br />thirty (30) days of the execution of this Master Agreement.
<br />10.2 Force Majeure. Neither Party shall incur any liability to the other
<br />Party on account of any loss, claim, damage or liability to the extent
<br />resulting from any delay or failure to perform all or any part of this
<br />Agreement (except for payment obligations), if and to the extent such
<br />delay or failure is caused, in whole or in part, by events, occurrences, or
<br />causes beyond the control and without any negligence on the part of the
<br />Party seeking protection under this Section. Such events, occurrences, or
<br />causes shall include, without limitation, acts of God, strikes, lockouts,
<br />riots, acts of war, terrorism, earthquake, fire or explosions (“Force
<br />Majeure Events”). Dates by which performance obligations are
<br />scheduled to be met will be extended for a period of time equal to the
<br />time lost due to any delay so caused.
<br />10.3 Reserved.
<br />10.4 Notice of U.S. Government Restricted Rights. If the Client
<br />hereunder is the U.S. Government, or if the Software is acquired
<br />hereunder on behalf of the U.S. Government with U.S. Government
<br />federal funding, notice is hereby given that the Software is commercial
<br />computer software and documentation developed exclusively at private
<br />expense and is furnished as follows: “U.S. GOVERNMENT RESTRICTED
<br />RIGHTS. Software delivered subject to the FAR 52.227-19. All use,
<br />duplication and disclosure of the Software by or on behalf of the U.S.
<br />Government shall be subject to this Agreement and the restrictions
<br />contained in subsection (c) of FAR 52.227-19, Commercial Computer
<br />Software - Restricted Rights (June 1987)”.
<br />10.5 Export. Client shall comply fully with all relevant export laws and
<br />regulations of the United States and other applicable jurisdictions to
<br />ensure that the Software is not exported, directly or indirectly, in
<br />violation of those laws.
<br />10.6 Non-solicitation. During the term of this Master Agreement and
<br />for a period of one year following its termination, Client will not employ
<br />or solicit for employment directly or through other parties, without the
<br />MRI’s written permission, any individual employed by MRI. If a Party
<br />breaches this Section 10.6, such Party shall pay to the non-breaching
<br />Party a sum equal to 150% of the hired employee’s annual salary while
<br />such employee was employed by the non-breaching Party, and such
<br />payment shall be made within 30 days of hiring such employee.
<br />10.7 Compliance. During the term of this Master Agreement and for a
<br />period of one year following its termination, Client shall maintain and
<br />make available to MRI records sufficient to permit MRI or an independent
<br />auditor retained by MRI to verify, upon ten days’ written notice, Client’s
<br />full compliance with the terms and requirements of the Agreement. Such
<br />audit shall be performed during regular business hours. If such
<br />verification process reveals any material noncompliance by Client with
<br />the Agreement, Client shall reimburse MRI for the reasonable costs and
<br />expenses of such verification process (including, but not limited to the
<br />fees of an independent auditor) incurred by MRI, and Client shall
<br />promptly cure all noncompliance, including without limitation through
<br />the payment of any and all fees owed to MRI during the period of
<br />noncompliance; provided, however, that the obligations under this
<br />Section do not constitute a waiver of MRI’s termination rights. Client
<br />acknowledges that the Software may include a license manager
<br />component to track usage of the Software and agrees not to impede,
<br />disable or otherwise undermine such license manager’s operation.
<br />10.8 Reserved.
<br />10.9 Relationship. The Agreement is not intended to create a
<br />partnership, franchise, joint venture, agency, or a fiduciary or
<br />employment relationship. Neither Party may bind the other Party or act
<br />in a manner which expresses or implies a relationship other than that of
<br />independent contractor.
<br />10.10 Invalidity. If any provision of the Agreement shall be held to be
<br />invalid, illegal or unenforceable, the validity, legality and enforceability
<br />of the remaining provisions shall not in any way be affected or impaired.
<br />10.11 Survival. The following provisions will survive any termination or
<br />expiration of the Agreement or a Schedule: Sections 1, 2, 3, 4, 6.1, 6.2,
<br />6.5, 7, 8, 9, and 10.
<br />10.12 No Waiver. Any waiver of the provisions of the Agreement or of
<br />a Party’s rights or remedies under the Agreement must be in writing and
<br />include a signature by an authorized representative of each Party to be
<br />effective. Any such waiver shall constitute a waiver only with respect to
<br />the specific matter described in such writing and shall in no way impair
<br />the rights of the Party granting such waiver in any other respect or at any
<br />other time. The waiver by either of the Parties hereto of a breach or of
<br />a default under any of the provisions of the Agreement shall not be
<br />construed as a waiver of any other breach or default of a similar nature,
<br />or as a waiver of any of such provisions, rights or privileges hereunder.
<br />The rights and remedies herein provided are cumulative and none is
<br />exclusive of any other, or of any rights or remedies that any Party may
<br />otherwise have at law or in equity. Failure, neglect, or delay by a Party
<br />to enforce the provisions of the Agreement or its rights or remedies at
<br />any time, shall not be construed and shall not be deemed to be a waiver
<br />of such Party’s rights under the Agreement and shall not in any way affect
<br />the validity of the whole or any part of the Agreement or prejudice such
<br />Party’s right to take subsequent action.
<br />10.13 Entire Agreement. Client hereby releases and discharges MRI
<br />from any and all claims for relief, causes of action, or demands arising
<br />out of or in any way relating to any event, act or occurrence prior to the
<br />Commencement Date of this Agreement. No modification to the
<br />Agreement will be binding unless in writing and includes a signature by
<br />an authorized representative of each Party. All pre-printed terms of any
<br />Client purchase order or other Client business processing document shall
<br />have no effect.
<br />EXHIBIT 2
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