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intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or
<br />government regulation;
<br />j. Remove or obscure any Aztecs Systems (or its licensors) patent, copyright, trademark, proprietary
<br />rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or
<br />online and/or hard -copy attribution page of any Data or Documentation delivered hereunder;
<br />k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or
<br />component parts of the Products, Software, or Online Services;
<br />1. Unbundle or independently use the individual or component parts of Software or Online Services;
<br />m. Incorporate any portion of the Software into a product or service that competes with the Software,
<br />n. Publish the results of benchmark tests run on Software without the prior written permission of Azteca
<br />Systems; or
<br />o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with
<br />the Software in a manner that would subject such code or any part of the Software to open source
<br />license terms, which includes any license terms that require computer code to be (i) disclosed in
<br />source code form to third parties, (ii) licensed to third parties for the purpose of making derivative
<br />works, or (iii) redistributable to third patties at no charge.
<br />ARTICLE 5—TERM AND TERMINATION
<br />5.1. This License Agreement is effective upon date and signature of Licensee below. The initial term of this License
<br />Agreement will begin upon the dates set forth in Addendum 1 and provided the fees are paid. This License
<br />agreement and its maintenance provisions may then be renewed annually by payment of the then current
<br />maintenance fees for the next annual maintenance period as set forth in Addendum 1.
<br />5.2. Either party may terminate this License Agreement or any Product license for a material breach that is not cured
<br />within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material
<br />breach that is impossible to cure.
<br />5.3. Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30)
<br />days' written notice prior to the end of the current Tenn Maintenance Period.
<br />5.4. In the event that either funding from Licensee or other sources is withdrawn, reduced, or limited, or the
<br />authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective
<br />Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the
<br />Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement
<br />chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party.
<br />5.5. Upon termination of the License and Maintenance Agreement, all Product licenses granted hereunder terminate
<br />as well. Upon termination of a License or the License and Maintenance Agreement, Licensee will (i) stop accessing
<br />and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall,
<br />remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or
<br />merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca Systems.
<br />5.6. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terns of
<br />this Agreement for license, maintenance and support services rendered or products and software received and
<br />accepted prior to the effective date of termination.
<br />5.7. If this Agreement is terminated under section 5.3 or 5.4 above, Licensee shall then return to Aztecs Systems all
<br />of the Software, related modules, related updates, and any whole or partial copies, codes, modifications, and merged
<br />portions in any form. Azteca will then for no additional charge to Licensee and at Licensee's option either grant a
<br />license to the Licensee, for a period of one (1) year, which will allow Licensee to retain the ability to access records
<br />and data contained in the Software or allow Licensee to create digital copies of all files needed by the Licensee for the
<br />same period. If Licensee needs to retain access to records or data for a period longer than one (1) year, in order to
<br />transfer data to another system, Azteca will consider reasonable requests to extend beyond one (1) year.
<br />5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems
<br />shall remain in force should breach or termination of any kind occur.
<br />Slandard License & Maintenance Agreement Page 4 of 14 10116 ed.
<br />25K-56
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