Exhibit 10.8
MICROSOFT SERVICES OEM FOUNDATION SERVICE AGREEMENT NON-STANDARD
________________
(FOR MICROSOFT INTERNAL PURPOSES ONLY) | |
MICROSOFT SERVICES PARTNER | 001245011 |
ADVANTAGE, STANDARD PLAN SERVICE |_______________|
AGREEMENT NO.
This Service Agreement ("Agreement"), is effective as of 06/06/07 by and between
the undersigned partner ("You", "Your" and "Partner") and the undersigned
Microsoft affiliate ("We," "Us," or "Our"). This Agreement is comprised of this
cover page, the services description, and the additional terms and conditions
that are attached and which are incorporated by this reference.
Partner Invoice Information
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Name of Partner Contact Name (This Person Receives
Seamless Wi Fi, Inc. Invoices UNder this Agreement unless
otherwise specified on your Purchase
Order.)
Xxxxxx X. Xxxx
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Street Address Contact E-mail Address
000 X. Xxxxxxx Xxxx. Xxxxx 000 xxxxxx@xxxx.xxx
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City State/Province Phone
LAS VEGAS NEVADA 000-000-0000
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Country Postal Code Fax
US 89107-1103 000-000-0000
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Invoicing
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OEM Foundation is a prepaid service and all fees and any applicable taxes are
due upon acceptance of this Agreement. We must be in receipt of a purchase
order, check, or other acceptable form of payment before we will begin providing
services. We will invoice you for additional services performed and expenses
incurred. Our invoices are payable within 30 days of receipt by you and will be
directed to Your representative for payment at the address shown above unless
otherwise provided in a Purchase Order.
TERM
The Agreement will commence on June 8, 2007 and will expire on __________ (the
"Expiration Date") or the date We conclude the Services, which ever is later.
By signing below the parties acknowledge and agree to be bound to the terms of
Agreement.
Partner Microsoft Affiliate
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Name of Partner Name
Seamless Wi Fi, Inc. Microsoft Corporation
Signature Signature
Name of person signing (please print) Name of person signing
Xxxx Xxxxxxxx
Title of person signing (please print) Title of person signing
Xxxxxx X. Xxxx (CEO) Senior Director
Date Date
June 6, 2007 June 21, 2007
TO PURCHASE OEM SUPPORT PLEASE FOLLOW THE BELOW STEPS:
MICROSOFT FOUNDATIOLN SERVICES AGREEMENT:
[ ] Complete customer contact information on page 1
[ ] Print 2 copies
[ ] Please leave effective dates and contract number blank on page 1 of the
Services Description
[ ] Sign and date the Service Agreement onpage 2 (original ink signature on
both copies)
[ ] Return both originals, as one countersigned original will be sent to
you for your files
PAYMENT:
[ ] Please submit purchase order with signed agreement. Terms for payment are
Net 30 days. PLEASE CONTACT US IF YOU REQUIRE DIFFERENT PAYMENT OPTIONS.
WHEN COMPLETE, ALL DOCUMENTATION SHOULD BE SENT VIA A TRACEABLE METHOD OF
SHIPMENT TO:
Xxxxxxx Xxxxxxxxxx
Microsoft Corporation
One Microsoft Way, 122/2455
Xxxxxxx, XX 00000 XXX
PLEASE ALLOW ONE WEEK FROM RECEIPT OF ALL DOCUMENTATION FOR ACTIVATION OF
SUPPORT.
QUESTIONS:
Please contact Xxxxxxx Xxxxxxxxxx with any questions on any of the documents or
this process at 000-000-0000 or xxxxxxxx@xxxxxxxxx.xxx
SERVICES DESCRIPTION
1. AVAILABLE SERVICES. You may utilize any combination of the following
Services. Unless We specify otherwise, the Services are charged on an hourly
basis and will be deducted from the total number of hours You have purchased as
set forth in Section 1.7.
1.1 SUPPORT ACCOUNT MANAGEMENT. Support Account Management from a pool of
Microsoft Resources ("Service Resources") is intended to help coordinate the
support and services relationship. Services Resources are Your advocates within
Microsoft and facilitates a team that can provide Problem Resolution Support
and Support Assistance. Services Resources also serve as the point of
information delivery and provides Your feedback regarding the Services to the
product groups, product support services, quality and testing labs, research
and development and other Microsoft groups. Service Resources can also provide
the following Services:
a. SERVICES PLANNING. At the commencement of this Agreement, a
planning session CAN be conducted with Your Service Contact. The
purpose of this session is to discuss the Services available and
gather input regarding Your support needs.
b. STATUS MEETINGS AND REPORTING. A standard status report can be
prepared on a regular basis, to summarize the Services delivered
during the previous reporting period.
c. ESCALATION MANAGEMENT. Support issues that require escalation to
other resources within Microsoft can be closely managed by the
Services Resource to expedite resolution.
1.2 PROBLEM RESOLUTION SUPPORT. Problem Resolution Support provides
assistance for problems with specific symptoms encountered with Microsoft
products, where there is a reasonable expectation that the problems are caused
by Microsoft products. Problem Resolution Support is available 24 hours a day,
seven days a week. Requests for support must be submitted electronically through
the website by Your Service Contact.
Problem Resolution Services can include any combination of the following:
a. PROBLEM REQUEST (BREAK-FIX). An assisted break-fix support
request is defined as a single support issue and the reasonable
effort needed to resolve it. A single support issue is a problem
that cannot be broken down into subordinate issues. If a problem
consists of subordinate issues, each shall be considered a
separate issue. Issues requiring an onsite visit will include
charges for reasonable travel and living expenses. In certain
situations, We may provide You with a modification to the
commercially available Microsoft product software code to
address specific critical problems ("Hotfixes") in response to
an assisted break-fix support request. Hotfixes are designed to
address Your specific problems and are not regression tested.
Except as otherwise provided herein or in an Exhibit, Hotfixes
may not be distributed to unaffiliated third parties without Our
express written consent.
You are responsible for setting the initial severity level to Severity B or
Severity C. You can request a change in severity level at any time in
consultation with Us. The incident severity will determine the response levels
within Microsoft. Estimated response times and Your responsibilities are defined
in the following table:
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Severity (1) Your situation Our Expected Response Your Expected Response
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I o Catastrophic business o Continuous effort on a o Notification of Senior
Escalation impact: 24x7 basis Executives at Your site
Only o You have complete loss o Our Resources at Your o Allocation of appropriate
of a core (mission site as requested.(3) resources to sustain
critical) Rapid Escalation continuous effort on a
business process and within Microsoft 24x7 basis
work cannot reasonably to Product o Rapid access and response
continue teams from change control
o Needs immediate o Notification of Senior authority
attention Executives at Microsoft
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A o Critical business impact: o Continuous effort o Allocation of appropriate
Escalation o Your business on a 24x7 basis resources to sustain
Only has significant loss o Our Resources at Your continuous effort on a
or degradation of services site as requested. (3) 24x7 basis (2)
o Needs attention o Notification of o Rapid access and response
within 1 hour Senior Managers at from change control
Microsoft. authority
o Management notification
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B o Moderate business o 1st response in o Allocation of appropriate
Submission impact: 4 hours or resources to sustain
via web o Your business has less Business Hours (1)
moderate loss or o Effort during continuous effort
degradation of services Business Hours (1) o Access and response from
but work can reasonably only change control authority
continue in an impaired within 8 Business Hours (1)
manner.
o Needs attention within 4
Business/ Hours
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C o Minimum business o 1st response in 8 hours o Accurate contact
Submission impact: or less information on case owner
via web o Your business is o Effort during o Responsive within one day
substantially Business Hours (1) only on a Business Hours (1) daily
functioning with minor basis (2).
or no impediments of
services.
o Needs attention within
8 Business/ Hours
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(1) Business Hours is 8AM to 6PM United States Pacific Time (GMT
-08:00), Monday thru Friday excluding US public holidays,
(2) We may need to downgrade the severity level if You are not able
to provide adequate resources or responses to enable us to
continue with problem resolution efforts.
(3) Additional fees apply.
You may be required to perform problem determination and resolution
activities as requested by Us. Problem determination and resolution
activities may include detailed symptom reproduction scenarios, capturing
error messages, collecting configuration information, changing product
configurations, installing new versions of software or new components, or
modifying processes.
You are responsible for implementing the procedures necessary to safeguard
the integrity and security of Your software and data from unauthorized
access and to reconstruct lost or altered files resulting from
catastrophic failures.
b. LOGO ESCALATION. The Services Resource will act as Your liaison
with the test teams. This service includes:
o Escalation of Logo submissions
o Providing feedback on submission failures to assist You
in obtaining a "pass" certification
o Providing assistance with participation in beta Hardware
Compatibility Tests
o Providing proactive information regarding product
testing suites
c. REMOTE DEBUGGING SETUP. We can setup and test remote debugging
of devices located at your organization prior to utilizing
remote debugging for problem resolution of a specific issue
reported by You. In order to setup and pre-verify remote
debugging, You must provide us with the appropriate access and
necessary equipment. A minimum five hour set-up fee will be
charged FOR this service. Your Service Resources can provide a
list of the currently available remote debugging configurations.
d. KNOWLEDGE BASE ("KB") SERVICES AND LOCALIZATION. You may request
that We prepare KB articles that pertain to specific Microsoft
product bugs that affect the functionality of Your products. We
may provide this service on a case-by-case basis, subject to Our
mutual agreement regarding the
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business impact of the problem. You may request Localization of an
existing KB article as an additional billable service.
1.3 SUPPORT ASSISTANCE. Support Assistance provides short-term advice
and guidance for problems not covered with Problem Resolution Support as well as
requests for consultative assistance for design, development and deployment
issues. Support Assistance can help You prepare to install or embed Microsoft
products on OEM systems, Independent Hardware Vendor, Mobility and Embedded
devices. Requests for Support Assistance must be submitted electronically
through the website by Your Service Contact. Requests for Support Assistance may
be submitted 24 hours a day, seven days a week. Urgent requests must be marked
as Severity B and Our first response will be within 24 hours. All other requests
should be marked as Severity C and Our first response will be within 48 hours.
Your expected response will be the same as set forth in the severity table in
Section 1.2.
The following are types of Support Assistance that can be utilized under
this Agreement:
a. GENERAL SUPPORT ASSISTANCE. Service Resources can review Your
existing service planning, support readiness and pre-install
processes and provide technical advice to assist with
troubleshooting preparation. Service Resources can also provide
technical assistance to help You more effectively utilize
product toolkits.
b. BETA AND EARLY ADOPTER NOMINATION. Service Resources can
advocate for Your nomination into Microsoft Beta Product and
Early Adopter Programs as appropriate.
c. ADAPTATION SERVICES. Service Resources can assist You with
planning and installing Microsoft products on Your manufactured
systems and help coordinate installation activities between
third- party equipment or software suppliers and Microsoft.
d. DEVELOPMENT SUPPORT ASSISTANCE. Application Development
Consulting helps You in Your creation and development of
internal applications on the Microsoft platform that integrate
Microsoft technologies. Development Support Assistance
specializes in Microsoft development tools and technologies.
1.4 INFORMATION SERVICES. Information Services provide You with
technical information about Microsoft products and support tools that help You
to implement and operate Microsoft products in a more efficient and effective
manner. Information Services includes any combination of the following (though
the Newsletter is automatically included):
a. WEBSITE. The website provides access to the following
information resources at no additional charge:
o Regularly updated product news flashes documenting key
support and operational information about Microsoft
products.
o Critical problem alerts notifying You of potentially
high-impact problems.
o Web response tool for submitting and checking the status
of support incidents.
o Microsoft Knowledge Base of technical articles and
troubleshooting tools and guides.
b. SUPPORT WEBCASTS. Support webcasts are regularly scheduled
webcast discussions led by Our program managers, developers and
professionals covering key areas of Microsoft technology. These
are provided at no additional charge.
c. NEWSLETTER. You will receive a newsletter at most monthly which
may include the following:
o industry trend analysis
o Recent significant wins
o List of recently published KB articles
o Technical tips and links to technical
articles/whitepapers
o Upcoming events and announcements section
o Notification of Beta and Early Adopter Programs
o List of service enhancements from OEM services
o Tips on how to effectively use the Services
1.5 WORKSHOPS AND EVENTS. Workshops and Events are designed to introduce
or enhance your understanding of Microsoft products. Workshops and Events can
include the following:
a. WORKSHOPS. We can conduct instructor-led, hands-on training
sessions that emphasize Microsoft technologies. Workshops are
priced depending upon the length, delivery location and material
presented. Your Services Resource can provide You with a current
list of available Workshops.
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b. EVENTS. We can provide broad and deep technical
development-focused presentations, that provide training and
facilitate your implementations of Microsoft technologies. These
events provide the opportunity to interact with Microsoft
product groups, OEM Services technical, account and marketing
contacts. Your Services Resource can provide You with
notification of scheduled events.
Attendance for Workshops and Events is only available as an add-on Additional
Service.
1.6 ADDITIONAL SERVICES. You may request additions to this Agreement at
any time. Additional Services that are available for purchase, and the specific
terms and conditions applicable to those Services, may be set forth in this
Agreement or an attached Additional Services Exhibit. Additional Services will
be invoiced at the prevailing price at the time the services are rendered or
upon acceptance of an Exhibit referencing this Agreement. The total amount of
Services that You purchase under this Agreement may not exceed a maximum of 600
hours.
1.7 OEM FOUNDATION PLAN SERVICES AND FEES. The quantities listed in the
table below represent the amount of Services that you have pre-purchased for use
during the term of this Agreement and the fee payable.
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SERVICES FEE (US$)
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o OEM Foundation
o 100 Hours of Services Management, Support
Assistance and Problem Resolution
o Additional 0 Hours for Support Assistance for
Consulting, Reviews, Development, Testing (40 hours $15,000
minimum)
o Additional 0 Hours for Attendance At Technical
Workshops or Training Events (16 hours minimum)
o Additional 0 Hours for Kb Localization (8
hours minimum)
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1.8 PARTNER'S DESIGNATED SERVICE CONTACT
Service Contract ("sc") Name:
_____________________________________
Address:
_____________________________________
Phone:
_____________________________________
Email:
_____________________________________
Facsimile:
Time zone (GMT+}:
_____________________________________
2. PREREQUISITES AND ASSUMPTIONS. Our delivery of Services under this Agreement
is based upon the following Prerequisites and Assumptions:
a. All Services will be provided remotely to Your locations. Where
onsite visits are mutually agreed and not pre-paid, You will be
billed for reasonable travel and living expenses.
b. All Services will be provided in the English language.
c. We will provide support for all versions of commercially
released generally available Microsoft products unless
specifically excluded on the website. Support for those
Microsoft products that
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have entered the Extended Phase of support, as defined on the
website, will be charged on an hourly basis only. Non-security
related Hoffix support is not available for Microsoft products
that have entered the Extended Phase of support.
d. All Services, including any additional Services purchased after
the Effective Date shall be forfeited if not utilized during the
term of this Agreement.
e. Support Assistance is dependent upon the availability of
resources.
f. You must have access to the Internet.
g. Additional Prerequisites and Assumption may be set forth in
relevant Exhibits.
3. YOUR RESPONSIBILITIES. This section sets forth Your performance obligations
under this Agreement. Our performance is predicated upon You fulfilling the
following responsibilities in addition to those set forth in Section 1.2 and
Section 1.3 and any applicable Exhibits. Failure to comply with the following
responsibilities may result in delays of Service.
a. You will designate a Services Contact ("SC") for services
related activities. The SC will manage all of Your services
activities, and internal processes for submitting requests to
Us. The SC will be supplied with an individual account number
for access to the website for support issue submission and
information content.
b. You agree to have an internal escalation process to facilitate
communication between Your management and Us as appropriate.
c. You agree to respond to customer satisfaction surveys We may
provide to You from time-to-time regarding the Services.
d. You agree to provide reasonable office space, telephone and high
speed internet access, and access to Your internal systems and
diagnostic tools to Our Services Resources that are required to
be on-site.
e. You are responsible for any travel and expenses incurred by Your
employees or contractors.
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TERMS AND CONDITIONS
4. OWNERSHIP AND LICENSE. Except as otherwise set forth in an Exhibit (or
attachment to an Exhibit) to this Agreement, this section governs the ownership
and use rights of any computer code or other materials that may be provided
under this Agreement.
a. Fixes. Except as otherwise provided herein, Your right to use
fixes is governed by the license agreement for the affected
product or, if the fix is not provided for a specific product,
any other use terms We provide. All fixes provided are licensed
to You. Your right to redistribute fixes is governed by the
terms of Your currently valid OEM license agreement for the
affected product. For the purposes of this Agreement, "fixes"
means any product related bug fixes, workarounds, patches, beta
fixes or beta builds other than sample code or materials: and
"product(s)" means any computer code or materials comprising
commercial, free, pre-release or beta products We make available
to You for license which are published by Us or Our affiliates.
We do not transfer ownership rights in any products and We
reserve all rights not expressly granted.
b. PRE-EXISTING WORK. All rights in any computer code or materials
developed or otherwise obtained by or for Us or Our affiliates,
or You or Your affiliates independently of this Agreement
(Pre-existing Work") shall remain the sole property of the Party
providing the Pre-existing Work. During the performance of the
Services for this Agreement, each Party grants to the other
Party (and Our Contracts as necessary) a temporary,
non-exclusive license to use, reproduce and modify any of its
Pre-existing Work provided to the other Partner solely for the
performance of such Services. We grant You a non-exclusive,
perpetual, fully paid-up license to use, reproduce and modify
(if applicable) Our Pre-existing Work in the form delivered to
You for Your internal business operations without any obligation
of accounting or payment of royalties. Your licenses to Our
Pre-existing Work is conditioned upon Your compliance with the
terms of this Agreement and the perpetual license applies solely
to Our Pre-existing Work that is left to You at the conclusion
of Our performance of the Services.
c. MATERIALS. All rights in any materials developed by Us (other
than software cede) and provided to You in connection with the
Services ("Materials") shall be owned by Us except to the extent
such Materials constitute Your Pre-existing Work. We grant You a
non-exclusive, perpetual, fully paid- up license to use,
reproduce and modify the Materials solely for Your internal
business operations and without any obligation of accounting or
payment of royalties. You may sublicense the rights granted
herein to Your Affiliates. All rights not expressly granted, are
reserved.
d. SAMPLE CODE. We grant You a nonexclusive, perpetual,
royalty-free right to use and modify any software code provided
by Us for the purposes of illustration ("Sample Code") and to
reproduce and distribute the object code form of the Sample
Code, provided that You agree: (i) to not use Our name, logo, or
trademarks to market Your software product in which the Sample
Code is embedded; (ii) to include a valid copyright notice on
Your software product in which the Sample Code is embedded; and
(iii) to indemnify, hold harmless, and defend Us and Our
suppliers from and against any claims or lawsuits, including
attorneys' fees, that arise or result from the use or
distribution of the Sample Code.
e. OPEN SOURCE LICENSE RESTRICTIONS. Because certain third party
license terms require that computer code be generally (i)
disclosed in source code form to third parties; (ii) licensed to
third parties for the purpose of making derivative works; or
(iii) redistributable to third parties at no charge
(collectively, "open source license terms"), the license rights
that each Party has granted to any computer code (or any
intellectual property associated therewith) do not include any
license, right, power or authority to incorporate, modify,
combine and/or distribute that computer code with any other
computer code in a manner which would subject the other's
computer code to open source license terms.
Furthermore, each Party warrants that it will not provide or
give to the other Party computer code that is governed by open
source license terms.
f. RESERVATION OF RIGHTS. All rights not expressly granted in this
Section 4 are reserved.
g. RESTRICTIONS ON USE. You may not i) rent, lease, lend or host
service deliverables or fixes, except as otherwise provided
herein; ii) reverse engineer, de-compile or disassemble fixes or
service deliverables, except to the extent expressly permitted
by applicable law.Despite this limitation; or iii) transfer
licenses to, or sublicense fixes or service deliverables to any
government entity or quasi governmental entity, except as
specifically authorized herein.
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h. EXPORT. You agree to comply with all applicable international and
national laws that apply to the products, fixes and service
deliverables, including the U.S. Export Administration Regulations,
as well as end-user, end-use and destination restrictions issued by
U.S. and other governments. For additional information on exporting
Microsoft products, see xxxx://XXXXXXXXX.XXX/XXXXXXXXX.
5. CONFIDENTIALITY. The terms and conditions of this Agreement are confidential,
and any and all information identified by either Party as "Confidential" and/or
"Proprietary", or which, under all of the circumstances, ought reasonably to be
treated as Confidential and/or Proprietary ("Confidential Information"), will
not be disclosed to any third person without the express consent of the other
Party except under the terms of this Agreement for five (5) years following the
date of its disclosure. These confidentiality obligations shall not apply to any
information which is, or becomes, available to the general public other than
through a breach by the receiving Party, or is developed through the independent
efforts of the receiving Party. Either Party shall be free to use for any
purpose the residuals resulting from access to or work with such Confidential
Information, provided that such Party shall maintain the confidentiality of the
Confidential Information. The term "residuals" means information in non-tangible
form, which may be retained by persons who have had access to the Confidential
Information. However, nothing in this paragraph shall be deemed to grant to
EITHER Party a license in the other Party's copyrights or patents. Either Party
may provide suggestions, comments or other feedback to the other with respect to
the other's confidential information. Feedback is voluntary and the Party
receiving feedback is not required to hold it in confidence. The Party receiving
feedback will not disclose the source of feedback without the providing Party's
consent. Feedback may be used for any purpose without obligation of any kind. We
may use any technical information we derive from providing services related to
our products for problem resolution, troubleshooting, product functionality
enhancements and fixes, for our knowledge base. We agree not to identify You or
disclose any of Your confidential information in any item in the knowledge base.
6. WARRANTIES, DISCLAIMER. We warrant that all services will be performed in a
good xxxxxxx like manner. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL
REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR
CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, SERVICE
DELIVERABLES, FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION.
7. LIMITATION OF LIABILITY, EXCLUSIONS. To the maximum extent permitted by
applicable law, Our total liability (and that of Our contractors) for direct
damages is limited to the amount You have paid under this Agreement for the
Services giving rise to the claims. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, NEITHER PARTY NOR THEIR CONTRACTORS WILL BE LIABLE
FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, DAMAGES FOR
BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), SPECIAL, OR INCIDENTAL
DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUES ARISING IN CONNECTION WITH
THIS AGREEMENT, ANY STATEMENT OF SERVICES, SERVICES, SERVICE DELIVERABLES,
FIXES, PRODUCTS, OR ANY OTHER MATERIALS OR INFORMATION, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.
The foregoing limitations and exclusions of liability apply regardless of
whether the liability is based on breach of contract, tort (including
negligence), strict liability, breach of warranties, or any other legal theory.
The limitations AND exclusions of liability for damages in this section 7 do not
apply to a Party's violations of section 5 (Confidentiality) or a Party's
violation of the other Party's intellectual property rights.
8. TERMINATION. Either Party may terminate this Agreement if the other Party is
(i) in material breach or default of any obligation that is not cured within 30
calendar days notice of such breach or (ii) fails to pay any invoice that is
more than 60 calendar days outstanding. You agree to pay all fees for Services
performed and expenses incurred prior to termination.
9. MISCELLANEOUS. This Agreement constitutes the Parties' entire agreement
concerning the subject matter hereof, and supersede any other prior and
contemporaneous communications. All notices, authorizations, and requests GIVEN
or made in connection with this Agreement must be sent by post, express courier,
or facsimile to the addresses indicated on the cover page of this Agreement.
Notices will be deemed delivered on the date shown on the postal return receipt
or on the courier, or facsimile confirmation of delivery You may not assign this
Agreement without Our written consent, which consent will not be unreasonably
withheld. This Agreement will be governed by the laws of the State of Washington
and any action brought under this Agreement shall be brought in federal or state
court in the State of Washington.
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Notwithstanding, this does not prevent either Party from seeking injunctive
relief with respect to a violation of intellectual property rights or
confidentiality obligations in any appropriate jurisdiction. The sections
regarding restrictions on use, fees, confidentiality, ownership and license, no
other warranties, limitations of liability, termination, and miscellaneous of
this Agreement, will survive any termination or expiration of this Agreement. If
a court holds any provision of this Agreement to be illegal, invalid or
unenforceable, the remaining provisions will remain in full force and effect and
the parties will amend the Agreement to give effect to the stricken clause to
the maximum extent possible. No waiver of any breach of this Agreement or will
be a waiver of any other breach, and no waiver will be effective unless made in
wilting and signed by an authorized representative of the waiving Party. Apart
from the payment of any amounts due, neither Party shall be liable for
performance delays or for non-performance due to causes beyond its reasonable
control.
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