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Agreement between Vislphor Corporation and Clty of Santa Ana [Exh/b/t E] <br />remedy that it may have under this Agreement, any other Transaction Document, or at <br />law or in equity. <br />7.8 Any termination of this License Agreement will be without prejudice to any rights <br />or obligations of either party arising or existing up to the effective date of such <br />termination, or to any rights or obligations of either party which are intended by this <br />License Agreement to survive the termination of this License Agreement. <br />7.9 The provision of Sections 2, 3.2, 3.3, 4, 7.10, 8, 9, 10, 11 and 16 will survive the <br />expiration or termination of this License Agreement for any reason. Notwithstanding the <br />foregoing, if any provision of this License Agreement is required to survive for the <br />purposes of any other Transaction Document, then it will so survive for the period of time <br />required by that other Transaction Document. <br />7.10 In addition to any other obligations of the parties upon termination specified in a <br />Transaction Document, the following provisions apply upon any termination of this <br />License Agreement: <br />(a) Upon any termination of this License Agreement (including as the result <br />of a default on the part of the Customer) except for termination under Section 4.2 <br />of the Agreement, the Customer will, at its option, either: <br />(i) have a period of 120 days after the effective date of termination, to <br />transition all information and data generated by, relating to or stored in the <br />Software onto another system and, during this period, the Customer will <br />continue to have the rights granted to it by the License and VISIPHOR <br />will provide all reasonable assistance in connection with such transition. <br />At the end of such 120 day period, the Customer will either (A) return all <br />copies of the Software in its and all Permitted Sublicensees' possession or <br />control to VISIPHOR or (B) destroy all such copies thereof, and provide <br />written certification by a senior officer of the Customer as to such <br />destruction; or <br />(ii) transfer all sublicenses granted to Permitted Sublicensees to <br />VISIPHOR, as licensor, in which event the parties will take all necessary <br />steps to effect such assignment and will use every reasonable effort to <br />ensure that the rights of the Permitted Sublicensees to use the Software are <br />not interrupted. <br />7.11 Upon any termination of this License Agreement due to an Event of Default, the <br />Customer will have the right to seek whatever remedies may be available to it as a result <br />of any termination of this License Agreement, including a full refund of all monies paid <br />to VISIPHOR under the Transaction Documents. <br />7.12 Each party will cooperate with the other in effecting an orderly transition under <br />this License Agreement and will, subject to the Customer's rights under Section 7.10(a), <br />immediately surender to the other party all Confidential Information of the other party, <br />Deleted: 16/0"12006 _ _~ <br />Confidential Page 8 17i07/200h <br />City of Santa Me-EzhibitE Copyright®2006-Vislphor Corporation <br />