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<br />v.31621 4
<br />Customer and CI may terminate this Agreement at any
<br />time by mutual written agreement. This Agreement will
<br />terminate automatically if Customer breaches any term
<br />or condition of this Agreement, including any breach of
<br />Customer’s limited license rights in and to the CI
<br />Products.
<br />B. Effect of Termination. Upon any termination,
<br />Customer shall disable all hardware and make it
<br />available for retrieval by or on behalf of CI or reseller, as
<br />the case may be, destroy all copies of any CI Products-
<br />related documentation and immediately return to CI or
<br />destroy all CI Confidential Information in its possession
<br />or control that is in tangible form. In addition, unless
<br />otherwise provided in a mutually executed document
<br />between Customer and CI, Customer prepaid amounts
<br />then held by CI, if any, shall be payable to and retained
<br />by CI as an early termination fee.
<br />10. U.S. GOVERNMENT RESTRICTED RIGHTS.
<br />Certain elements of the CI Programs licensed under this
<br />Agreement constitutes commercial computer software
<br />as that term is described in 48 C.F.R. 252.227- 7014(a)
<br />(1). If acquired by or on behalf of a civilian agency, the
<br />U.S. Government acquires this commercial computer
<br />software and/or commercial computer software
<br />documentation subject to the terms of this Agreement
<br />as specified in 48 C.F.R. 12.212 (Computer Software)
<br />and 12.211 (Technical Data) of the Federal Acquisition
<br />Regulations (FAR) and its successors. If acquired by or
<br />on behalf of any agency within the Department of
<br />Defense (DOD), the U.S. Government acquires such
<br />commercial computer software and/or commercial
<br />computer software documentation subject to the terms
<br />of this Agreement as specified in 48 C.F.R. 227.7202-3
<br />of the DOD FAR Supplement (DFAR) and its
<br />successors.
<br /> 11. GENERAL. Customer may not assign this
<br />Agreement or any of its rights or duties, by operation of
<br />law or otherwise, without CI’s prior written consent. Any
<br />attempt to assign the Agreement without such consent
<br />will be void. This Agreement will be governed by and
<br />construed under the laws of the State of Washington,
<br />excluding its conflicts of law principals. Any action filed
<br />by either party arising or relating to this Agreement shall
<br />be brought in Seattle, Washington, and Customer
<br />irrevocably consents to and waives any objection to
<br />jurisdiction and venue in the state and federal courts
<br />located in Seattle, Washington. The prevailing party in
<br />any such dispute or action shall be entitled to an award
<br />of its reasonable attorneys’ fees and costs incurred
<br />therein. The United Nations Convention on the
<br />International Sale of Goods shall not govern this
<br />Agreement. If any provision of this Agreement is held by
<br />a court of competent jurisdiction to be invalid or
<br />unenforceable, such provision shall be changed and
<br />interpreted so as to best accomplish the objectives of
<br />the original provision to the fullest extent allowed by law
<br />and the remaining provisions of this Agreement shall
<br />remain in full force and effect. No modification,
<br />amendment or waiver of any provision of this Agreement
<br />shall be effective unless in writing and signed by
<br />Customer and a duly authorized representative of CI. No
<br />failure or delay by either party in exercising any right,
<br />power, or remedy under this Agreement, except as
<br />specifically provided herein, shall operate as a waiver of
<br />any such right, power or remedy. Customer agrees to
<br />comply fully with all applicable laws, rules, policies,
<br />directives and regulations, including the U.S. export
<br />laws and to provide CI with such documentation,
<br />assurances and access to records as may be required
<br />to obtain licenses under the U.S. export laws. Customer
<br />agrees that it will not knowingly, without prior
<br />authorization if required, export or re-export the CI
<br />Products in any medium without the appropriate United
<br />States and foreign government licenses. The parties to
<br />this Agreement are independent contractors and as
<br />such will not have any authority to bind or commit the
<br />other. Nothing in this Agreement will in any way be
<br />construed to create a joint venture, partnership or
<br />agency relationship between the parties for any
<br />purpose. CI’s failure to perform its obligations hereunder
<br />shall be excused to the extent and for the period such
<br />performance is prevented by any condition or act
<br />beyond the reasonable control of CI, including without
<br />limitation fire, flood, earthquake, acts of God, explosion,
<br />casualty of war, pandemic, epidemic, labor dispute,
<br />inability to obtain delivery of parts, failure of supplies of
<br />electrical power, violence, any governmental law, order,
<br />regulation or ordinance. If this Agreement expires or is
<br />terminated, the provisions of Sections 2 (Exclusions), 3
<br />(Ownership), 4 (Confidential Information), 5 (Data
<br />Security), 7 (Warranties, Disclaimers and Exclusive
<br />Remedies), 8 (Limitation of Liability), 10 (U.S.
<br />Government Restricted Rights), and 11 (General) shall
<br />survive and shall continue to bind the parties. If you
<br />have any questions about the terms of this Agreement,
<br />please contact your reseller or CI at
<br />operations@ci.security.
<br />[Signature Page Follows]
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