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SECTION NINE <br />TERMINATION <br />a. MIDI will provide a backup of any data stored in a CSV file format. <br />b. If assistance is required with migrating data to another system, this will be a billable <br />event and will be billed on a time and materials basis using MIDI published billing <br />rate. <br />SECTION TEN <br />DEFAULT <br />a. On any such termination by MIDI, Licensee agrees to pay any sums due to MIDI under <br />section 4 of this agreement and for any work done at Licensee's expense, or for any <br />unauthorized usage. <br />SECTION ELEVEN <br />TECHNOLOGICAL ADVANCES <br />a. Licensee agrees that MIDI shall have the right to free and unencumbered use, <br />sale, or license of any technological advancements developed or acquired by MIDI <br />in the performance of any services rendered by MIDI to the Licensee in connection <br />with this agreement. <br />b. MIDI agrees that Licensee will have an unencumbered right to utilize <br />improvements made on the Software. <br />SECTION TWELVE <br />GOVERNING LAW <br />This agreement shall be construed and the legal relation between the parties <br />determined in accordance with the laws of the State of California. <br />SECTION THIRTEEN <br />WAIVER <br />The waiver, modification, or failure to insist by MIDI on any conditions shall not void, <br />waive, or modify any of the other terms or conditions nor be construed as a waiver or <br />relinquishment of MDI's right to performance of any such term or terms. <br />SECTION FOURTEEN <br />ASSIGNMENT <br />This agreement shall be binding on and shall inure solely to the benefit of the parties <br />and their respective successors, and permitted assignees, and not for the benefit of any <br />other person or legal entity. Licensee, however, shall not assign this agreement or any <br />rights or obligations under the agreement without first obtaining the prior written consent of <br />MIDI. Such consent shall not be unreasonably withheld. <br />Page 6 of 8 <br />