Res 1999-168 - Laserfiche WebLink

Home Browse Search

(a) Termination. This End User License and Warranty Agreement shall become effective upon execution by End User and may terminate: (1) Thirty (30) days after a party gives the other party written notice of that party's material breach of this Agreement, unless the other party has made progress in curing the breach to an extent satisfactory to the non breaching party; or (2) At a party's option, upon ten (10) days written notice of termination, if the other party becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings. (b) Riohts and Oblioations Upon Termination. Upon termination of this Agreement: (1) End User's obligations under paragraph 2.4 ("Proprietary Information") and the parties' obligations under paragraph 5.4 ("Confidentiality") shall survive the termination; (2) End User's Software License rights under Section 2 shall immediately cease; End User shall delete the Licensed Software from all other software into which it has been merged; and End User shall immediately deliver to Itron or destroy all copies of the Licensed Software and Related Documentation; however, End User may, upon Itron's prior written consent, retain one (1) copy of the Licensed Software and Related Documentation for archive purposes only; and (3) End User shall, within one (1) month after the termination of this Agreement, certify in writing to Itron that, to the best of End User's knowledge, all copies of the Licensed Software and Related Documentation have been returned or destroyed, except for any archive copy permitted under paragraph 5.7(b)(2). SECTION 6. GENERAL 6.1 Force Maieure. Neither party hereto shall be responsible for any failure or delay in the performance of any obligation hereunder if such failure or delay is due to a cause beyond the party's control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers, labor disputes or governmental acts. 6.2 Assionment. End User shall not assign this Agreement, directly or indirectly, without the prior written consent of Itron; provided, however, that End User may assign this Agreement to its 4/27/99 successor in a merger or to the purchaser of all or substantially all of End User's assets if such successor or purchaser agrees in writing to comply with the terms and conditions of this Agreement. 6.3 Governino Law. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Washington without reference to choice of law principles that would result in application of laws other than \he laws of \he State of Washington. 6.4 Enforceabilitv. If any provision in this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 6.5 Notices and Reouests. Notices hereunder shall be in writing and shall be given by either party to the other by delivery or by mailing the same by prepaid registered mail addressed as specified herein or to such other address as may be substituted by written notice by either party to the other: End User: Notices to End User at address provided below. Itron: lTRON, INC. 2818 N. Sullivan Road Spokane, WA 99216 Attn.: Contract Administrator Any such notice s6 given shall be deemed to have been received by the party to whom addressed on the day of delivery thereof. 6.6 Entire Aoreement. Each party acknowledges that it hC)s read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties. Any terms and conditions appearing on End User's authorizations or purchase orders shall not apply to or become a part of this Agreement; this Agreement may be modified or altered only by a written instrument that refers to this Agreement and is duly executed by an authorized representative of each party. 6.7 Headinos Not Controllino. Headings used in this Agreement are intended for convenience or reference only and shall not control or affect the meaning or construction of any provision of this Agreement. 6.8 English Lanouaoe. The parties have expressly required that this Agreement be set forth and executed in the English language. Les parties aux presentes ont expressment exige que la presente conventions soient redigees en la langue anglaise. 3