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Agreement between KCC Knowledge Comppt/ng (Canada) L/m/ted and C/ry of Santa Ana [Fxhlblt F] T&M basis, for any such training or consulting services, No such charges shall be applied until such time as KCC advises the Customer that it is in breach of this clause thereby giving the Customer the opportunity to cease such action. 4.4. Customer acknowledges and agrees that the administration and maintenance of all computer hardware, communications equipment third party software, cabling, peripherals and any other hardware equipment necessary and required for the operation of the Product, shall be the exclusive obligation of the Customer. in particular, and without limiting the generality of the foregoing, KCC shall not be held responsible for the provision of any assistance (under the terms of this Agreement) required as a result of any: 4.4.1 Modification to System Environment modification, change or upgrade to any hardware or soflwaie . (other than any modification, change or upgrade made by KCC to the Application Package Programs); or 4.4.2. Damage by Accident or External Cause damage to the Application Package Programs by accident or other external cause, the fault or negligence of any party other than KCC, or use by Customer in other than its normal and customary manner; or 4.4.3. Unauthorized Modifications as a result of any unauthorized modification made by Customer or any party other than KCC, even if KCC has knowledge of the possibility of such potential loss or damage. If, as a result of one or more of the foregoing circumstances Customer requires assistance, KCC agrees to provide such assistance on a T&M basis. 5. TERM, DEFAULT AND TERMINATION s• 1 • The term of this Customer Support Agreement commences t~ I and continues for a period of 12 months, endin _~ - S • ~ ' subsequent renewals so long as Customer is notgm breach of Sect! n 4 2 iCdCC will offer sums and amounts due under Section 3 are paid when due. The Customer shaliohave sell right on 90 days written notice to KCC to terminate this Agreement at any time during the initial tenor or any renewal term of this Agreement. Any fees paid in advance for a period of time subsequent to the termination date shall be considered non-refundable. S~2• The Customer further reserves the right to terminate this Agreement without penalty or future liability at its fiscal year end due to lack of appropriations. 5.3. If, after termination of this Agreement, tbstomer requests Support, KCC may agree to provide such Support and Customer shall pay for same forthwith on a T&M basis at KCC's then current rates. KCC shall provide an advance estimate of the T&M Confidential Page 8 8J! 812009 City ofSanta Ma- Hxhibit F Copyright 02006 _KCC Knowledge Computing (Canada) Umited 250-12