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