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EAccela <br />granted to Customer with respect to Subscription Services and intellectual property will immediately <br />terminate; and (iii) Acceia's obligation to provide any further services to Customer under this Agreement <br />will immediately terminate, except as mutually agreed between the parties. If the Subscription Services <br />are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes, <br />including the deletion of Customer Data from systems directly controlled by Accela. Accela's current <br />Data Storage Policy can be accessed www.accela.com/terms/. <br />11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 5.3 (Disclaimer), 8 <br />(Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General <br />Provisions) will survive any termination or expiration of this Agreement. <br />12. GENERAL. <br />12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals <br />hereunder will be in writing and will be deemed to have been given upon: (1) personal delivery; (ii) three <br />days after sending registered, return receipt requested, post or; (iii) one day after sending by <br />commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing <br />when entering into this Agreement or establishing Customer's account for the Subscription Services. <br />12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by <br />the laws of the State of California without regard to its conflict of laws provisions. The exclusive <br />jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and <br />federal courts located in the Central District of California -- Southern Division and each of the parties <br />hereto waives any objection to jurisdiction and venue in such courts. <br />12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect <br />to its activities under this Agreement including, but not limited to, export laws and regulations of the <br />United States and other applicable jurisdictions. Further, in connection with the services performed <br />under this Agreement and Customer's use of the Subscription Services, the parties agree to comply <br />with all applicable anti -corruption and anti -bribery laws, statutes and regulations. <br />12.4 Assignment. Each party may not assign or transfer this Agreement, whether by operation of <br />law or otherwise, without the prior written consent of Accela, which shall not be unreasonably <br />withheld. Any attempted assignment or transfer, without such consent, will be null and void. Subject <br />to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective <br />successors and permitted assigns. <br />12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly <br />announce the existence of the business relationship between parties without disclosing the specific <br />terms of the Agreement. <br />12.5 Additional Commercial Terms. <br />Pricing Delivery Details <br />Amount: Aggregate five-year (5) year not -to -exceed amount of $1,800,000. <br />Additional licenses ordered mid -year will be based on the pricing table, below, and will be prorated to <br />co -term with existing licenses. Renewal rates will be based on the aggregate number of licenses <br />ordered by the City. <br />20201023 <br />