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• employees or agents of one party shall not be deemed or construed to be the employees or agents of the
<br />other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and
<br />is not acting as an agent for or on behalf of any third party.
<br />7.2. No Rights in Third Parties. This Agreement is entered into for the sole benefit of the
<br />CompuDyne and the Licensee and, where permitted above, their permitted successors, executors,
<br />representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits,
<br />rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the
<br />general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for
<br />personal injuries, property damage, or any other relief in law or equity in connection with this Agreement.
<br />7.3. Entire Agreement. This Agreement sets forth the final, complete and exclusive agreement
<br />and understanding between CompuDyne and the Licensee relating to the subject matter hereof and
<br />supersedes all quotes, proposals understandings, representations, conditions, warranties, covenants, and all
<br />other communications between the parties (oral or written) relating to the subject matter hereof. CompuDyne
<br />shall not be bound by any terms or conditions contained in any purchase order or other form provided by the
<br />Licensee in connection with this Agreement and any such terms and conditions shall have force or effect. No
<br />affirmation, representation or warranty relating to the subject matter hereof by any employee, agent or other
<br />representative of CompuDyne shall bind CompuDyne or be enforceable by the Licensee unless specifically set
<br />forth in this Agreement.
<br />7.4. Amendments. No amendment or other modification of this Agreement shall be valid unless
<br />pursuant to a written instrument referencing this Agreement signed by duly authorized representatives of each of
<br />the parties hereto.
<br />7.5. Assignment. Neither party hereto may assign its rights or obligations under this Agreement
<br />without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided,
<br />• however, that CompuDyne may assign this Agreement to its successor in connection with a sale of its business
<br />without obtaining consent of any party. Subject to the foregoing, each and every covenant, term, provision and
<br />agreement contained in this Agreement shall be binding upon and inure to the benefit of the parties' permitted
<br />successors, executors, representatives, administrators and assigns. Any assignment attempted in
<br />contravention of this section will be void.
<br />7.6. Governing Law. All questions concerning the validity, operation, interpretation, construction
<br />and enforcement of any terms, covenants or conditions of this Agreement shall in all respects be governed by
<br />and determined in accordance with the laws of the State of California without giving effect to the choice of law
<br />principles thereof. The United Nations Convention on the International Sale of Goods shall not apply to any
<br />transactions contemplated by this Agreement.
<br />7.7. Arbitration. [Section omitted intentionally.]
<br />7.8. Venue. All legal proceedings brought in connection with this Agreement may only be brought
<br />in a state or federal court located in the State of California. Each party hereby agrees to submit to the
<br />personal jurisdiction of those courts for any lawsuits filed there against such party arising under or in
<br />connection with this Agreement.
<br />7.9. Waiver. In order to be effective, any waiver of any right, benefit or power hereunder must be in
<br />writing and must be signed by an authorized representative of the party against whom enforcement of such
<br />waiver would be sought, it being intended that the conduct or failure to act of either party shall imply no waiver.
<br />Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to
<br />have waived any breach by the other party of any of the provisions of this Agreement. No waiver of any right,
<br />benefit or power hereunder on a specific occasion shall be applicable to anyfacts or circumstances other than
<br />the facts and circumstances specifically addressed by such waiver or to any future events, even if such future
<br />• events involve facts and circumstances substantially similar to those specifically addressed by such waiver.
<br />No waiver of any right, benefit or power hereunder shall constitute, or be deemed to constitute, a waiver of any
<br />other right, benefit or power hereunder. Unless otherwise specifically set forth herein, neither party shall be
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<br />Software License Agreement
<br />02005 CompuDyne — Public Safety &Justice, Inc.
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