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A-2021-091-01
<br /> MUTUAL TERMINATION AGREEMENT
<br /> This Mutual Termination Agreement ("Agreement") is entered into as of June 30, 2024 (the
<br /> "Termination Effective Date"), by and between Clariti Cloud Inc. ("Clariti"), and City of Santa
<br /> Ana ("Customer"). Clariti and Customer are hereinafter collectively referred to as the "Parties"
<br /> and individually as a "Party."
<br /> WHEREAS, Clariti and Customer entered into a Subscription Agreement on or about May 14,
<br /> 2021 (as amended, restated, modified, supplemented, or replaced to the date hereof, the
<br /> "Subscription Agreement"), pursuant to which Clariti agreed to provide Customer with access
<br /> to certain proprietary software solutions and related services;
<br /> AND WHEREAS, the Parties now desire to mutually terminate the Subscription Agreement
<br /> subject to the terms and conditions set forth herein.
<br /> NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other
<br /> good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
<br /> the Parties agree as follows:
<br /> 1. Defined Terms. Capitalized terms used but not defined herein shall have the meaning
<br /> ascribed to them in the Subscription Agreement.
<br /> 2. Termination. Notwithstanding the terms of the Subscription Agreement, the Parties
<br /> hereby agree to terminate the Subscription Agreement and each Order, if any, effective
<br /> as of Termination Effective Date. From and after the Termination Effective Date, neither
<br /> Party shall have any further obligations under the Subscription Agreement, except as
<br /> otherwise provided in this Agreement.
<br /> 3. Release. Each Party hereby releases the other Party from all obligations, liabilities,
<br /> claims, and demands, whether known or unknown, that such releasing Party may have
<br /> against the other Party including, inter alia, relating to the Subscription Agreement.
<br /> 4. Confidential Information. Prior to the Termination Effective Date, the Customer may
<br /> use the data loader tool to retrieve or otherwise obtain any applicable Customer Data;
<br /> provided, any configuration(s) completed during the Term cannot be copied, duplicated,
<br /> or shared and the Parties acknowledge and agree that any such configuration(s)
<br /> constitute Clariti's Confidential Information within the meaning of the Subscription
<br /> Agreement. Clariti's Confidential Information includes the configurations described above
<br /> and, inter alia, all technical information, know-how, technology, software applications and
<br /> code, prototypes, ideas, inventions, methods, sandboxes, improvements, files, and all
<br /> data other than the Customer Data. Each Party agrees that it shall continue to treat all
<br /> Confidential Information of the other Party in accordance with the confidentiality
<br /> obligations set forth in the Subscription Agreement, which shall survive termination of the
<br /> Subscription Agreement and this Agreement.
<br /> 5. Governing Law. This Agreement shall be governed by and construed in accordance
<br /> with the laws of California, without regard to its conflict of laws principles.
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