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ASSIGNMENT 6.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by either party except as provided in Sections 6.2 and 6.3 below. 6.2 Assignment By Licensee. This Agreement will not be assignable by Licensee, and Licensee may not delegate its duties hereunder without the prior wfittcn consent of Pictomctry. 6.3 Assignment By Pictometry. Pictometry shall have the fight to assign its rights to receive License Fees under this Agreement, but no such assignment shall affect Pictometry's obligations hereunder. In addition, Pictometry shall have the fight to assign all its rights to any person or entity that has acquired substantially all the Pictometry assets used in with respect to the Licensed Products, provided the assignee has assumed all of Pictometry's obligations under this Agreement. DURATION AND TERMINATION OF LICENSE 7.1 Initial Term. The initial term of the License granted under Section 2.1 of this Agreement shall commence upon the successful installation of the Client Image Warehouse and shall expire, unless sooner terminated in accordance with Section 7.3, upon the second anniversary of the successful installation of the new images thereof. 7.2 Renewal. Effective as of that second anniversary, Pictometry will grant an extension of the Licensed Products to Licensee, only in accordance with the following: (1) If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Images with a value equal to or greater than that of the existing Images, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products. (2) o~r If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Images with a value of at lease 50% of that of the existing Images, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products upon the payment of an amount equal to 20% of the difference between the new annual fee and previous annual fee due under this Agreement. (3) or If no later than the 10th day after that expiration date the Licensee pays Pictometry an additional payment equal to 20% of the previous armual fee due under this Agreement, the License will be extended for a period of one (1) year. Thereafter the Licensee may extend the License annually, upon the anniversary of the expiration date, by paying Pictometry an additional Page 7 of 12 021110