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ment, including all copyrights, trade secrets, and other intellectual property rights with respect to any object codes, source codes, instructions, manuals or other materials relating to the installation, operation of computer software pro- vided by KCC. 2. Customer retains ownership of any data sent or migrated to the COPLINK® Solution Suite. Article VI. DURATION A. Improper Inducements. Customer may, by written notice to KCC, cancel this Agreement if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by KCC or any agent or representative of KCC, to any officer or employee of Cus- tomer. B. Termination. Upon Material Breach; Cure Periods. This Agreement may not be terminated upon a material breach of this Agreement unless the other party (the "Notifying Party") first provides written notice of such breach to the first party (the "Breaching Party") as provided herein and the breach has not been cured within sixty (60) days after the Breaching Party receives such notice. The notice shall reference this Article VIII (C), and shall describe each material breach of the Agreement in sufficient detail to permit the Breaching Party to cure the breach. Neither party may claim a material breach of this Agree- ment until the foregoing periods have expired. In the event a single agency that is participating in this project breaches this Agreement, such breach will not effect the re- maining agencies other than the non-inclusion of the breaching agency's information in the COPLINK node. C. Survival. The terms and conditions of Article V: Confidentiality, shall survive this Agreement for a period of five (5) years. Article VII. ENFORCEMENT, LAWS AND ORDINANCES A. Effect of Law. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. B. Compliance. KCC must comply with all applicable federal, state, county and local laws, ordinances, and regulations. C. Licenses and Permits. KCC shall maintain in current status all Federal, State and Local licenses and permits required for the operation of the business conducted by KCC. Article VIII. INDEPENDENT CONTRACTOR A. Relationship. It is understood and acknowledged by each party that the parties hereto shall act in their individual capacities and not as agents, employees, partners, joint venturers, or associates of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other party for any purpose whatsoever. B. Withholding. KCC is advised that taxes or social security payments shall not be withheld from any payment issued hereunder and that KCC should make arrangements to directly pay such expenses, if any. C. KCC Provided Insurance. 1. KCC maintains, at its own expense, general business liability insurance with a combined single limit of $3,000,000 per occurrence. Page 3 of 12 20A-7