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Software, Data, or Documentation are not a national, resident, located in or under the control of, or acting on behalf of any
<br />person, entity, or country subject to such U.S. export controls.
<br />10.2 Taxes and Fees, Shipping Charges — License fees quoted to Licensee are exclusive of any and all taxes or fees
<br />including, but not limited to, sales tax, use tax, value -added tax (VAT), customs, duties, or tariffs, and shipping and handling
<br />charges.
<br />10.3 No Implied Waivers —The failure of either party to enforce any provision of this License Agreement shall not be
<br />deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />10.4 Severability —The parties mutually agree that if any provision of this License Agreement is held to be unenforceable
<br />for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
<br />10.5 Successor and Assigns — Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations
<br />under this License Agreement without ESRI's prior written consent, and any attempt to do so without consent shall be void.
<br />This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement.
<br />Notwithstanding, a U.S. Government contractor may assign its rights under this License Agreement to a U.S. Government
<br />Agency upon written notice to ESRI if the U.S. Government Agency assents to the terms of this License Agreement.
<br />10.6 Survival of Terms —The provisions of Articles 6, 7, 8, 9, and 10 of this License Agreement shall survive the expiration
<br />or termination of this License Agreement for any reason.
<br />10.7 Equitable Relief— Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable
<br />damage and that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to seek an
<br />injunction, specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these
<br />terms and without the requirement of posting a bond or undertaking or proving injury as a condition for relief.
<br />10.8 Commercial Terms and Conditions for U.S. Government Use —This License Agreement contains ESRI's
<br />commercial terns and conditions. Licensee's rights in the Software, Data, and Documentation are strictly limited to the uses
<br />granted by this License Agreement pursuant to FAR 12.211, FAR 12.212, and DFARS 227.7202. In the event any court,
<br />arbitrator, or board holds that the U.S. Government has greater rights to any portion of the Software, Data, or Documentation,
<br />such rights shall extend only to the portion(s) affected and use, duplication, or disclosure by the U.S. Government is subject
<br />to restrictions as provided in FAR 52.227 -19 (June 1987), FAR 52.227 -14 (ALT 111) (June 1987), DFARS 252.227 -7015
<br />(NOV 1995), or NFS 1852.227 -86 (December 1987), as applicable. No other license terms or conditions shall apply unless
<br />expressly agreed in writing by ESRI and Licensee. ESRI Software is unpublished and all rights reserved under copyright
<br />laws of the United Slates.
<br />10.9 Governing Law, Arbitration
<br />A. Licensees in the United States o %America, Its Territories, and Outlying Areas —This License Agreement shall be
<br />governed by and construed in accordance with the laws of the State of California without reference to conflict of laws
<br />principles. Except as provided in Article 10.7 above, any dispute arising out of or relating to this License Agreement, or
<br />the breach thereof, which cannot be settled through negotiation, shall be finally settled by arbitration administered by the
<br />American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the
<br />arbitrator maybe entered in any court having jurisdiction thereof. If Licensee is a U.S. Government agency, this License
<br />Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601 -613), in lieu of the Arbitration
<br />provisions of this clause.
<br />B. All Other Licensees— Except as provided in Article 10.7 above, all disputes arising in connection with this License
<br />Agreement that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the
<br />International Chamber of Commerce by one (I ) arbitrator appointed in accordance with said Rules. The language of the
<br />arbitration shall be in English. The place of the arbitration shall be at a mutually agreed location. This License
<br />Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the
<br />application of which is expressly excluded. Either party shall, at the request of the other, make available documents or
<br />witnesses relevant to the major aspects of the dispute.
<br />This License Agreement constitutes the sole and entire License Agreement of the parties as to the subject matter set forth
<br />herein and supersedes any previous License Agreements, understandings, and arrangements between the parties relating to
<br />such subject matter, and any terms on Licensee's purchase orders. Any modification(s) or amendment(s) to this License
<br />Agreement must be in writing and signed by an authorized representative of each party.
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