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<br />Agreement between KCC Knowledge Computing (Ceneda) Limited and <br />City of Santa Ana [Elc/J/blt FJ <br /> <br />charges for any support to be provided at the request of the Customer. The Customer <br />shall be obligated to pay no more than the estimate for such Support Services. <br /> <br />5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or <br />refuse to perform under any ofthe provisions of this Agreement, then the other party (the <br />"Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to <br />terminate this Agreement which notice shall specify the alleged neglect, failure or refusal <br />and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall <br />not have fully cured all the defaults indicated therein, or presented a plan acceptable to <br />the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the <br />Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the <br />Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party <br />shall have a right to terminate this Agreement on 7 days notice to the Non-Defaulting <br />Party. Where the Customer terminates this Agreement pursuant to this paragraph, all <br />advance payments by the Customer to cover services post the termination date shall be <br />refunded to the Customer in full. <br /> <br />5.5. Notwithstanding Clause 5.4, if the Customer fails to pay KCC as required by <br />this Agreement, KCC shall not be required to provide Support forthwith after delivery of <br />written notice to that effect to the Customer, and may pursue any other remedies which it <br />may have at law or under this Agreement. <br /> <br />6. GENERAL TERMS <br /> <br />6.1. These Support Terms form part of and are subject to the terms and conditions <br />set out in the Agreement. <br /> <br />6.2. Support Restrictions: Nothing herein shall permit Customer to reverse <br />engineer, disassemble or decompile the Product (or any portion thereof). In addition, it is <br />expressly understood that Customer shall not amend, ehange or alter any <br />application/module libraries, graphical user interface forms or database schema <br />including, but not limited to, table structure, indexes, views, referential constraints or <br />synonyms, without KCC' written permission. To the extent KCC permits Customer to <br />modify, amend, change or alter any part of the Application Package Programs, KCC shall <br />have no obligation to cure any Defects resulting from any such modification, amendment <br />or change. <br /> <br />6.3. De-Support: In the event Customer is unable or unwilling to fulfill its <br />obligations (Sec. 4.2) to maintain current versions ofthe Product on its Production <br />System, KCC reserves the right to de-support such obsolete version(s) at the expiration of <br />the current support year provided KCC has first given Customer not less than (60) days <br />prior written notice of its intention to rely on this clause, in which case no further <br />payments will be made by the Customer to KCC. <br /> <br />7. PRIORITY OF DOCUMENTS <br /> <br />7.1. If there is any conflict with or inconsistency between the documents listed <br />below, then the following order of precedence will apply, from highest to lowest: (as <br />applicable) <br /> <br />Confidential <br /> <br />Page 9 <br /> <br />8/1812009 <br /> <br />City of Santa Ana - Exhibit P Copyright 0 2006 - KCC Knowledge Computing (Canada) Umited <br />