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Agreement between KCC Know /edge Computing (Canada) Limited and city of Santa Ana Mhlbit F] charges for any support to be provided at the request of the Customer. The Customer shall be obligated to pay no more than the estimate for such Support Services. 5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or refuse to-perform under any of the provisions of this Agreement, then the other party (the "Non - Defaulting Party") may deliver to the Defaulting Party notice of intention to terminate this Agreement which notice shall specify the alleged neglect, failure or refusal and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the Defaulting Party commits a second breach of the Agreement, the Non - Defaulting Party shall have a right to terminate this Agreement on 7 days notice to the Non - Defaulting Party. Where the Customer terminates this Agreement pursuant to this paragraph, all advance payments by the Customer to cover services post the termination date shall be refunded to the Customer in full. 5.5. Notwithstanding Clause 5.4, if the Customer fails to pay KCC as required by this Agreement, KCC shall not be required to provide Support forthwith after delivery of written notice to that effect to the Customer, and may pursue any other remedies which it may have at law or under this Agreement. 6. GENERAL TERMS 6.1. These Support Terms form part of and are subject to the terms and conditions set out in the Agreement. 6.2. Support Restrictions: Nothing herein shall permit Customer to reverse engineer, disassemble or decompile the Product (or any portion thereof). In addition, it is expressly understood that Customer shall not amend, change or alter any application/module libraries, graphical user interface forms or database schema including, but not limited to, table structure, indexes, views, referential constraints or synonyms, without KCC' written permission. To the extent KCC permits Customer to modify, amend, change or alter any part of the Application Package Programs, KCC shall have no obligation to cure any Defects resulting from any such modification, amendment or change. 6.3. De- Support: In the event Customer is unable or unwilling to fulfill its obligations (Sec. 4.2) to maintain current versions of the Product on its Production System, KCC reserves the right to de- support such obsolete version(s) at the expiration of the current support year provided KCC has first given Customer not less than (60) days prior written notice of its intention to rely on this clause, in which case no further payments will be made by the Customer to KCC. 7. PRIORITY OF DOCUMENTS 7.1. If there is any conflict with or inconsistency between the documents listed below, then the following order of precedence will apply, from highest to lowest: (as applicable) Confidential page 9 8/18/2009 City of santa Ana _ L'xWbit P Copyright O 2006 — KCC Knowtedge Competing (Canada) Limited 250 -13