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Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, reexport, or
<br />import violates any US, local, or other applicable import/export control laws or regulations including, but not limited to, the
<br />terms of any import/export license or license exemption and any amendments and supplemental additions to those
<br />import /export laws as they may occur from time to time.
<br />9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
<br />including, but not limited to, sales tax, use tax, value -added tax (VAT), customs, duties, or tariffs, and shipping and handling
<br />charges.
<br />9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
<br />a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,
<br />such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
<br />9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's
<br />obligations under this License Agreement without Esri's and its authorized distributor's prior written consent, and any attempt
<br />to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
<br />the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver
<br />Products may assign this License Agreement and Products acquired for delivery to its government customer upon written
<br />notice to Esri, provided the government customer assents to the terms of this License Agreement.
<br />9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
<br />or termination of this License Agreement.
<br />9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
<br />and that, in the event of such breach, in addition to any and all remedies at law, Esri or its authorized distributor shall have
<br />the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without
<br />the requirement of posting a bond or proving injury as a condition for relief,
<br />9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee
<br />under this License Agreement, if Licensee is a US government entity or US government contractor, Esri licenses Products to
<br />Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri
<br />Data and Online Services are licensed under the same DEARS Subpart 227.7202 policy as commercial computer software for
<br />acquisitions made under DEARS. The commercial license rights in this License Agreement strictly govern Licensee's use,
<br />reproduction, or disclosure of Products. Licensee may transfer Software to any licensed government procuring agency facility
<br />to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has
<br />greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the
<br />portions affected.
<br />9.10 Governing Law, Arbitration
<br />a. Licensees in the United States ofAmerica, Its Territories, and Outlying Areas. This License Agreement shall be
<br />governed by and construed in accordance with the laws of the State of California without reference to conflict of laws
<br />principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8,
<br />any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through
<br />negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its
<br />Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator maybe entered in a court of competent
<br />jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of
<br />1978, as amended (41 USC 601 -613), in lieu of the arbitration provisions of this clause. This License Agreement shall
<br />not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of
<br />which is expressly excluded.
<br />b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement
<br />or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of
<br />the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of
<br />the arbitration shall be English. The place of the arbitration shall be at an agreed -upon location. This License Agreement
<br />E204 Page 6 of 7 04/26/2013
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