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arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: Consultation and negoliarion in good faith and a spiril ojmamal cooperattarr-, Mediation, by a. mutually acceptable mediator chosen by the parties, which cost is shared equally; If the matter cannot be settled through negotiation or mediation, then it shall be finally settled by arbitration adininistered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator maybe entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 9.11 Maintenance, Maintenance for qualifying Software consists of updates andotherbenefits, such as access to technical support, arc provided during the Term of Use. Maintenance is specified as set forth in Addendum #2. 9.12 Feedback. Aztecs Systems may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Aztecs Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intellectual property, are owned by Azteca Systems. 9.13 Patents, Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Aztecs Systems technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services, or any portion thereof, area part of any claim or preferred embodiment in a patent applicationor a similar application. 9.14 Entire Agreement, This License Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any. previous License agreements, understandings, and arrangements between the patties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party or as otherwise provided in Addendum #l. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by their respective authorized representatives. AZrECA SYSTEMS, LLC Name: Brian L. Haslam. Title: President - CEO Date: OI/Calwj g CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California — (LICENSEE) BY: Name: Raul Godinez II City Manager Title: Date: ATTEST APPROVED AS TO FORM Maria D. Huizar hn M. Funk Clerk of the Council Assistant City Attorney RECO MENDED FOR. APPROVAL red ousaviaour Executive Director Public Works Agency Standard License & n9aiwt nance. Agreement Page 8 of 14 10.46 ed.