25D - AGMTS - PAYROLL - HR SYSTEM MAINTENANCE

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shall not exceed the charges paid by LICENSEE for the particular Licensed Program or related materials involved. LICENSEE further agrees that LICENSOR will not be liable for any lost profits, or for any claim or demand against the LICENSEE by any other party, except a claim for patent or copyright infringement as provided herein. No action regardless of form, arising out of the transactions under this Agreement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non-payment may be brought within one year after the date of last payment. 11. EXTENDED APPLICATION The provisions of this Agreement shall govern the terms of any present or future order from LICENSEE. Acceptance by LICENSEE of any Licensed Program or optional materials from LICENSOR shall be deemed conclusive evidence of LICENSEE'S Agreement that the license for such Licensed Program or optional materials is governed by this Agreement. 12. SEVERABILM If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent, deemed omitted. 13. GOVERNING LAW This Agreement shall be governed by the laws of the State of California, USA. 14. INJUNCTION AND EQUITABLE REMEDIES The LICENSEE hereby recognizes that the Licensed Program is a valuable asset of the LICENSOR and that any remedy contemplating, inter alia, the award of monetary damages in the event of a violation or impending violation of any of the terms and provisions of this Agreement shall be inadequate. As a result, the LICENSOR shall, in addition to any other relief available to it (including, without limitation, monetary damages to the extent that the LICENSOR proves such damages), be entitled to the remedy of injunction and other equitable remedies without having to establish the inadequacy of any remedy available to it. AGREEMENT #990603 Page 4 of 10 25D-6