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