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<br /> Livered Programs wil! maet the regr~irements and transfer to ~ wholly owned s~f~sidiary, Ciier~t shall
<br /> expectation of Ciier~t. ~?t any time during the first femain fully and uncandiiior~aiiy obliga#ed under the
<br /> ninety ~g~~ days after the Effec#ive Qate a€ the terms of this ~greement+
<br /> Agreemen, Client may elect ~ return the l.icer~sed
<br /> Pr rams and car~cei this
<br /> og Agreement, in which event, '!2. l~eme~le.
<br /> Licensor will re~and to Client ail amounts paid #o
<br /> Licensor pursuan# to this Agreement Jess reasanabJe a. Tice parb'es acier~owledge and agree that; if Client
<br /> casfs for installation, impiementat~on, training and breaches any o€ iiis abfigations under paragraphs
<br /> s~ppart o#• the Licensed Programs. or 1 ~ o€ the Standard Temps or this Agreement,
<br /> f~nor wauJd incur irreparable harm and damage that
<br /> EFT A EXPR~t.Y SET I=ORTH !N THIS could no# be #uJiy campensa#ed with monetary
<br /> AGREE~IEI~T, LlCEN~OR Di~CLAII~!_S ALI. damages. A~ordingly, if CJieni hrea~es any pravisior~
<br /> WARRANTIES WiTI'! RECARf~ TO THE SOFTWARE of paragraphs 3, 4, , or ~ t of the tar~dard Terra o€ .
<br /> LICENSED UNDER THl AGJ~EEI~l~l~1T, lN~f~~DiNG, this Agreement, Licensor, in addition th mone#ary
<br /> BUr NOT Lli~IITED TO, ALL WAR~ANTI~, damages, shai! be en~~ed to speat'!c peri'ormance of
<br /> EXPRESS Old iJ4tPLIED, MERC~fANTA6lLlTY Client's obligations Under chose paragraphs and _
<br /> AND FITNESS FOIE A PARTIOULAR PURPOSE. in~[~nive relief against ar~y further viafat7vns o€ 'those
<br /> I~EARDLESS OF ANY OTHER PROVISION paragraphs.
<br /> THJS AGREE~IlENT, LICENSOR Ai?DITIOI~ALLY
<br /> DI~LAlMS ALA, OBLtCATION AND LIABILlTI~S b• Licensor's sole abligat3on with respect to a breach
<br /> ON THE PART OF LICENSOR FOR DAI~lAGES, by f~icensor of any representa~on, warran#y, yr
<br /> lN~LUaINC, DUT NOT LIMITED TO, SPECIAL, ol~ligatian under this Agreement is to correct that
<br /> iNDlRECT, AND CONSE~tI~ENTiAL DAMAESx breach.
<br /> ATTORN~Y~" AND EXPERTS' FEES, AND COURT The attics ~ #his A teem nt n
<br /> CASTS {E1~EN Ifµ L1~ENSOR I-!A BI~EN AaVlSED ~ g e u derstar~d and agree
<br /> OF THE PO~IElLlTY OF THESE DAMAGES, that fees to be received by Licensor under #his
<br /> ARISING FROM DR IN CONNEGT%O!?! ~1TH THE Agreemen# are based solely an the ~ralue of the right to
<br /> use the Licensed Programs granted to Client and that it
<br /> USE ~?F THE SDFTWAI'~E L1CINSED UNDER THIS is irnprac#ica! and ex#remeiy diff'iouit th fac the alai
<br /> AGREEMENT. SOME STATES DD NOT ALLOT THE damages, if any, that may raesuft tram any fiailt~re in -
<br /> FJCGLk~~lDN OF IMPLIED WARI~ANTlES, SO THE
<br /> cannec~On with its intended use. I# is therefore further
<br /> ABOVE EXCLUSION I~AY NOT APPLY TO YOU. agreed that if any lial~ili~es are imposed an licensor far
<br /> THIS 1~TARRAI~ITY GIBES YOU PfCIFIC I,ECAL `
<br /> any reason wha#soever, including, but not lirnlted ta,
<br /> RIGHTS ANI~ LIfNIT~ CERTAIN RjGHTS. YOU MAY any iiabili~es resulting from Licensors inability to
<br /> ALSO HA1TE QTHER R!Gl~TS THAT VARY FROM correct any breach of this Agreement, the maximum
<br /> STATE TO STATE. ~ aggregate arnour~ts payable by Licensor tar ail liabiii~es
<br /> Under this Agreement will nut exceed the aggregate x
<br /> i f. Af~rrmenf a~~ S~~~r"cerrsfrrg, ama~nt o€ fees received by Licensor before mat breach
<br /> ender Jaragraph 7 faf the por~`on o€ #~e saftvvare giving
<br /> a. E.xrept for the Permitted Exceptions specr~ed rise to that Jiabili#y.
<br /> in Paragraph ~ ~,b., Client shall not neither direc#Jy or
<br /> y...
<br /> indiFectJy} sell, #ransf~er, sublicense, assign in whole ar ~3. fndependent or~#rac#or Stafus~
<br /> ire part, ovey, pledge, or otherwise dispose of this Nothing in this Agreement is intended or to be
<br /> Agreement, the Licensed program, or any right dirty, construed #o maJce Licer~sar and Client partners or joint A
<br /> 2,
<br /> ar finse granted under this Agreement, withau# first venturers, or to mafce the employees, agents, or
<br /> obtaining Licensors express written consent, whim regresen#afives of one o€ the pages into employees,
<br /> may lie refused in the sale and absolute discretion of agents, ar representatives of the other party. The
<br /> i_loensor. Excluding the permitted Exceptions, any ~ relationship at Licensor and Ciier~t to each other shall
<br /> atternp#ed assignment made wi#hou# the prior express at all Ames be that of an ir~deper~dent contras#ar. No 4
<br /> written consent of Licensor .is null and void ar~d is a party to this Agreement shaft have any express ar
<br /> rnateria! breach of this Agreement implied righ# ar authority to assume or create arty
<br /> abliga#ior~s o€~ behalf of or in the name of the other
<br /> b. J~rovided that Giient is rat ire default ire ariy o€ party or to bind the other par(}? to ar~y t~ntrac~„
<br /> CJien#'s abliga~ans under #hi Agreement ar~d subject agreement, or undertaking with any third party. _
<br /> to compliance with the candittons precedent as set
<br /> Earth in this paragraph, Clien# tray transfer or assign Gouernir~g Law, This Agreement,
<br /> the f~~ensed i'rograms without f~icensa~s consent to a and any dispute arising from the reiatiansf~ip be#weer~
<br /> wi~olly awned subsidiary, ar in conr~ec#ion wi#h any the panes to #his Agreemen#, snail be gvvemed anti
<br /> merger, ac~quisi~an, or reorganization involving Client. determined by Caii€omia law, ir~duding any lags that
<br /> Any transfer or assignment shall be strb~ect to the di~ec# the appJicatxon of the law o€ another jt~risdi~ion.
<br /> fallowing car~di~ons: ~i} Client or its successor Any dispute that arises under or relates tp tt,is
<br /> fian~nues in the same type of husir~ess that Client was Agreement ~wi~ether contract, tort or bath} shall be
<br /> cond€~ct3ng at the time this Agreement was made and resolved only lr~ a court of competent ~urisdi~arr In the
<br /> {ii} Ciier~# or the successor entity at which Client's County of Santa Barbara, State o€ CaJifomia, and the
<br /> business becomes a cans~t<tent part, and any pages expressly waive any right they may otherwise
<br /> subsidiary to wC~ich the Licensed Program is have to cause any such act;ar~ or proceeding to be
<br /> transferred, provides to Licensor a written rati~rcai~or~ brought or tried elsewhere.
<br /> and assumpttan Qf this Agreemen#, corrc~srrenfty with -
<br /> any transfer ar assignment of the licensed Prograrr~,
<br /> in a form satisfactory to Licer~ar. In fhe rise of a
<br /> Mardi ~ Clien
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<br /> Exhib~~ ~
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