ORANGE COUNTY FIRE AUTHORITY - 2008 COST SHARING

Home Browse Search

Agreement Number: ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDTTiON OFTFIE AGREEIvIENT. 4, ~a2S>t. T?u~lA wi11 deliver Lipdatcs to the Licensed Products to Licensee for the period of time and on the delivery schedule idetrtifsed on Attachment A. 5. Stmoo If Licensee promptly gives TANA writtrn notice and documentation of a discoverod dafax in the Licerueai Products sufficient to enable TANA to reproducx the probktm, and. thereaftea, provides such additional information as TANA easy rcasortsbly request, TANA .,n11 use reasonable efl'oats to promptly comet major defects; and correct minor or ordinary defects 6y the next general cemmercial release of the Lioenaed Products. TANA shall not be obligated to provide corrections to the Licensed Products in the event that the errors are caused by Licensee. TANA will provide the fnccgoing support for each version of the Licarsed Products for a period of twelve (i2) months from rho date of t~rntrtercial release of such version. Tn addition TANA will perform maintenances in accordance with Attachment B. 6. Fees, Lioensee shall pay to TANA the license fees indicated on Attachrrxnt-,4 (the-"Licenso Fees"). "L7te License Fees sha11 be due sad payable asset forth on Attadrment~. if Licensee desires to irrrleese the number of Users or purchase a licwtse to additional Licensed Products, the parties may do so by amending this Agreement. 7. Pavmatt~,nd Records. All outstanding amounts not paid when due shall bear interest at the rrranimum allowatsle statutory rate at the time or two pertratt (2%) per month, whichever is less. Fees do not include any sales, use or other taxes that trray apply and all such taxes are the responsibility of Licensee. TANA retains the right to withhold shipment of Licensed ProduGS for failure to pay fees due. Licensee shall maintain complete and accurate records documenting compliance with this Agrecrnent and retain such rxords for s minimum of three (3) years from the last payment due hetwnder. During the term and for a period of one {t) year after expiration or termination, TANA shall have the right, at its txpensc and upon reasatahk notice, io examine, or to have its representative(s) examine, Licensee's records and!or operations to verify Licensee's compliance with the requirements of this Agt+oement and the amounts due to TANA. E. j,~imitation of 1Liabillty. EXCEPT WITH RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A BREACH BY LICENSEE OF THE LICENSE, NEITSER PARTY NOR ITS LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCII?ENTAL, CONSEQUENTIAL. SPECIAL. INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS, COSTS OF COVER, DAMAGES FOR LOSS OF USE OR INTERRUPTION OF BUSINESS AND THE LIKE, REGARDLESS OF WIiETI3ER THE PARTY WAS ADVISED OF THE POSS>BLTTY OF SUCH DAMAGES. EXCEPT WITK RESPECT TO A VIOLATION OF CONFIDENTIALITY OR A 13REACH BY LICENSEE OF THE LICENSE, IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY OR AYABLE TO TANA IN THE TWELVE (1 )MONTH P~ERI~OD PR10~T0 THE DATE ON WHICH THE CLAIM AROSE. 9. Terut sad Terrwi:anon 9.1 Term o~ A+:reetnent The term of this AgTeezitent is for the period from the Effective Dste through January 31 u 2008 (the " Initial Terttt'~. Term rotates to delivery and payment. This Agreement shall continue thereafter for successive one (t) year ra-ewal periods (each a "Renewal Teed'; col]ectively "Ihe Term"} if -Lic+.msee provides TANA with .e:purdtasc: oTder.by the anniversary date of t}te Agreentcnt in vector w receive subsequent shipments of the Licensed Products at the beans crnrtatned herein. At the tonctuaion of the then current Tarn, Litxnsee must cease all use of the Licensed Products or convert the Agreement into s Perpetual Agreernant as outlined in Attachment A. 9.2 emir n. This Agtt:crttent ahaII become effective as of the Effective Date as set forth below and sha11 TEmain in force until terminated as provided herein. Either party tray tamirarue this Agreement On written rroticc in the event of a material brraclr by the other party that restrains utrcurad for a period of thirty (34) days from the data of notice to cirr+e, provided that in the event of a breach of the scope of rho licarsea granted the cure period shall be tea {it)) days. Either party may terarinate this Agreement on written malice to the other party in the event the other party ceases to do business in the ordinary course, makes a general assigtrmerrt for the benefit of croditosa or commences a has commenced against it eery insolvetrry or receivership proceedings. 9.3E of Te Upon any temination of this Agreetnart, Licensee shall have the right to enter into a perpetual Licerrsa Agccerrrerrt for the Fee outlined in Attttehrtterrt A. If the Licensee chooses not to exercise that option then Liearsee shall: (s} imrrxdiately discontinue use and rctutrr to TANA or destroy alI TANA Orr+rge Corosrj F~rrAwdrafp~ Govanwranr ytcew3eA~+vsnrewr, l?12686 Prge 3 Lieelraee,~ ~-06.( Now-Pspearal lnrernal axQ Nan-Ptrpdrral lnternd the ?ANA CONFIDENTIAL