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Acceta
<br /> copies of the Software within Customer's possession and control; and (iii) each receiving party will return or destroy, at
<br /> the disclosing party's option,the disclosing party's Confidential Information in the receiving party's possession or control.
<br /> 9.4. Surviving Provisions. Sections 1 (Definitions), 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 5.3
<br /> (Disclaimer), 7 (Limitation of Liability), 9.3 (Effect of Termination), 9.4(Surviving Provisions), and 10 (General Provisions)
<br /> will survive any termination or expiration of this Agreement.
<br /> 10. GENERAL
<br /> 10.1. Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in
<br /> writing and will be deemed to have been given upon: (i) personal delivery, (ii)three days after sending registered, return
<br /> receipt requested, post or (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address
<br /> specified by the recipient in writing when entering into this Agreement.
<br /> 10.2. Governing Law and Jurisdiction.This Agreement and any action related thereto will be governed by the laws of the
<br /> State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action
<br /> related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of
<br /> California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
<br /> 10.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities
<br /> under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable
<br /> jurisdictions. Further, in connections with the services performed under this Agreement and Customer's use of the
<br /> Software,the Parties agree to comply with all applicable anti-corruption and anti-bribery laws,statutes,and regulations.
<br /> 10.4. Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise,
<br /> without the prior written consent of Accela which shall not be unreasonably withheld. Any attempted assignment or
<br /> transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the
<br /> benefit of the parties,their respective successors and permitted assigns.
<br /> 10.5. Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the
<br /> existence of the business relationship between parties without disclosing the specific terms oftheAgreement.
<br /> 10.6. Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a
<br /> waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not
<br /> exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of
<br /> competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to
<br /> accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of
<br /> this Agreement will remain in effect. Accela will not be liable for any delay or failure to perform under this Agreement to
<br /> the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela. This
<br /> Agreement does not create a partnership, franchise,joint venture, agency, fiduciary or similar relationship between the
<br /> parties. This Agreement, including any attachments hereto as mutually agreed upon by the Parties, constitute the entire
<br /> agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements,
<br /> proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of
<br /> any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each
<br /> party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the
<br /> contrary therein, no additional or conflicting terms or conditions stated in any of Customer's purchase order
<br /> documentation will be incorporated into or form any part of this Agreement,and all such terms or conditions shall be null
<br /> and void.
<br /> In WITNESS WHERE OF, the parties have indicated their acceptance of the terms of this Agreement by their signatures
<br /> below
<br /> ACCELA,INC. CUSTOMER:CITY OF PLEASANTON,CA
<br /> Signature: Signature:
<br /> Name: Name:
<br /> Title: Title:
<br /> Date: Date:
<br />
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