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Acce la <br /> granted to Customer with respect to Subscription Services and intellectual property will immediately <br /> terminate;and Oil)Accela'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), 6.3(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: (i) personal delivery;(ii)three <br /> days after sending registered, return receipt requested,post or; Oil)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 /> 12.6 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 />