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ZOLL Data Systems, Inc. sales Order #:
<br />MASTER SOFTWARE LICENSE AGREEMENT
<br />discontinue all use of the Software, erase all copies of the Software from Customer's computers and the computers of its customers, and return to ZOLL or destroy all copies of the
<br />Software and Documentation on tangible media in Customer's possession; and (d)each party shall promptly discontinue all use of the other party's Confidential Information, and return to
<br />the other party or, at the other party's option, destroy, all copies of any such Confidential Information in tangible or electronic form. If ZOLL terminates a SOW for cause, such
<br />termination will have no effect upon any other Statements of Work that may be in effect unless ZOLL terminates the MSLA for cause.
<br />11.4 Survival. Sections 1, 2.2, 6.4, 6.5, 6.6, 7.3, 8, 9, 10, 11.3, 11.4 and 12, together with any accrued payment obligations, will survive expiration or termination of the MSLA for any
<br />reason.
<br />12. GENERAL.
<br />12.1 Compliance with Laws. Customer will comply with all applicable export and import control laws and regulations in its use of the Software. Customer will defend, indemnify,
<br />and hold harmless ZOLL from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
<br />12.2 Assignments. Neither the Customer nor ZOLL may assignor transfer, by operation of law or otherwise, any of its rights or obligations under the MSLA or any subsequent SOW
<br />(including its licenses with respect to the Software) to any third party without the other party's prior written consent. Any attempted assignment or transfer in violation of the foregoing
<br />will be null and void. ZOLL shall have the right to assign this MSLA or any SOW to any successor to its business or assets to which this MSLA relates, whether by merger, sale of assets,
<br />sale of stock, reorganization or otherwise with 30 calendar days prior written notice to the Customer.
<br />12.3 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder) on account of strikes, shortages, riots,
<br />insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable
<br />control of such party.
<br />12.4 U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are
<br />comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are provided to the
<br />Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department
<br />of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 -1 (JUN 1995) and 227.7202 -3 (JUN 1995).
<br />12.5 Notices. All notices, consents, and approvals under the MSLA and Statements of Work must be delivered in writing by courier, by electronic facsimile (fax), by email, or by
<br />certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth on the cover page of the MSLA, and will be effective upon receipt or
<br />3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party
<br />in writing.
<br />12.6 Governing Law and Venue. This MSLA and all Statements of Work will be governed by and interpreted in accordance with the laws of the State of Texas, without reference to
<br />its choice of laws rules. Any action or proceeding arising from or relating to this MSLA or any SOW shall be brought in a federal or state court in Austin„ Texas, and each party
<br />irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
<br />12.7 Waivers; Severability. All waivers must be in writing. Any waiver or failure to enforce any provision of the MSLA or a SOW on one occasion will not be deemed a waiver of
<br />any other provision or of such provision on any other occasion. If any provision of the MSLA or a SOW is unenforceable, such provision will be changed and interpreted to accomplish
<br />the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of
<br />the foregoing, Customer agrees that Section9 will remain in effect notwithstanding the unenforceability of any provision in SectionT
<br />12.8 No Agency. Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.
<br />12.9 Entire MSLA. This MSLA, together with all exhibits hereto, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or
<br />contemporaneous agreements, understandings, and communication, whether written or oral. Furthermore, this Agreement includes all the provisions of the City's RFP #212 -105 and,
<br />ZOLL's response to RFP 212 -105. In the case of any conflict among the provisions of this Agreement, the following descending order of precedence will be observed:
<br />a) This MSLA;
<br />b) The City's RFP #212 -105
<br />C) The Contractor's Response to RFP # 212 -105
<br />This MSLA shall not be modified except by a subsequently dated written amendment signed on behalf of ZOLL and Customer by their duty authorized representatives.
<br />12.10 Funding Out. As applicable to this Agreement, ZOLL understands that funds for the payment for the software, associated materials provided and work performed by ZOLL
<br />under this Agreement have been provided through the City's budget approved by City Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of
<br />public funds beyond the fiscal year for which a budget has been approved. The City cannot guarantee the availability of funds, and enters into this Agreement only to the extent such
<br />funds are made available. ZOLL acknowledges and agrees that it will have no recourse against the City for its failure to appropriate funds for the purposes of this Agreement in any fiscal
<br />year other than the year in which this Agreement was executed. The fiscal year for the City extends from October 1 st of each calendar year to September 30th of the following calendar
<br />year.
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