Orange County NC Website
Browse       Search
Customer upon written notice to SunGard Public without reference to the choice of laws provisions <br /> Sector of such limitation or change in Customer's thereof. If any provision of this Agreement is <br /> legal authority. illegal or unenforceable, it will be deemed stricken <br /> from the Agreement and the remaining provisions <br /> 13. Notices. All notices and other of the Agreement will remain in full force and <br /> communications required or permitted under this effect. The Parties agree that jurisdiction and <br /> Agreement must be in writing and will be deemed venue for any matter arising out of or pertaining to <br /> given when: Delivered personally; sent by United this Agreement shall be proper only in the state <br /> States registered or certified mail, return receipt and federal courts located in Orange County, <br /> requested; transmitted by facsimile confirmed by North Carolina and the Middle District of the State <br /> United States first class mail; or sent by overnight of North Carolina, United States of America, and <br /> courier. Notices must be sent to a party at its the Parties hereby consent to such jurisdiction and <br /> address shown on the first page of this venue. The Parties may agree to nonbinding <br /> Agreement, or to such other place as the party mediation of any dispute prior to the bringing of <br /> may subsequently designate for its receipt of such suit or action. <br /> notices. <br /> 14. Force Maieure. Neither party will be liable to 18. LIMITATIONS OF LIABILITY. <br /> the other for any failure or delay in performance <br /> under this Agreement due to circumstances (a) LIMITED LIABILITY OF SUNGARD <br /> beyond its reasonable control, including Acts of PUBLIC SECTOR. SUNGARD PUBLIC <br /> God, acts of war, accident, labor disruption, acts, SECTOR'S LIABILITY IN CONNECTION WITH <br /> omissions and defaults of third parties and official, THE SOFTWARE, ANY SERVICES, THIS <br /> governmental and judicial action not the fault of LICENSE OR ANY OTHER MATTER RELATING <br /> the party failing or delaying in performance. TO THIS AGREEMENT, EXCEPT FOR ANY <br /> LIABILITY ARISING OUT OF OR RELATED TO <br /> 15. Assignment. Neither party may assign any THE VIOLATION OF THIRD PARTY <br /> of its rights or obligations under this Agreement, INTELLECTUAL PROPERTY RIGHTS BY <br /> and any attempt at such assignment will be void SUNGARD PUBLIC SECTOR, WILL NOT <br /> without the prior written consent of the other party. EXCEED THE FEE THAT CUSTOMER <br /> For purposes of this Agreement, "assignment" will ACTUALLY PAID TO SUNGARD PUBLIC <br /> include use of the Software for benefit of any third SECTOR (OR, IF NO DISCRETE FEE IS <br /> party to a merger, acquisition and/or other IDENTIFIED IN EXHIBIT 1, THE FEE <br /> consolidation by, with or of Customer, including REASONABLY ASCRIBED BY SUNGARD <br /> any new or surviving entity that results from such PUBLIC SECTOR) FOR THE COMPONENT <br /> merger, acquisition and/or other consolidation. SYSTEM OR SERVICES GIVING RISE TO THE <br /> However, the following will not be considered <br /> "assignments" for purposes of this Agreement: LIABILITY. <br /> SunGard Public Sector's assignment of this <br /> Agreement or of any SunGard Public Sector rights (b) EXCLUSION OF DAMAGES. <br /> under this Agreement to SunGard Public Sector's REGARDLESS WHETHER ANY REMEDY SET <br /> successor by merger or consolidation or to any FORTH HEREIN FAILS OF ITS ESSENTIAL <br /> person or entity that acquires all or substantially all PURPOSE OR OTHERWISE, IN NO EVENT <br /> of its capital stock or assets; and SunGard Public WILL SUNGARD PUBLIC SECTOR BE LIABLE <br /> Sector's assignment of this Agreement to any TO CUSTOMER FOR ANY SPECIAL, <br /> person or entity to which SunGard Public Sector INCIDENTAL, OR CONSEQUENTIAL <br /> transfers any of its rights in the Software. DAMAGES,WHETHER BASED ON BREACH OF <br /> CONTRACT, TORT (INCLUDING <br /> 16. No Waiver. A party's failure to enforce its NEGLIGENCE), PRODUCT LIABILITY, OR <br /> rights with respect to any single or continuing OTHERWISE, AND WHETHER OR NOT <br /> breach of this Agreement will not act as a waiver SUNGARD PUBLIC SECTOR HAS BEEN <br /> of the right of that party to later enforce any such ADVISED OF THE POSSIBILITY OF SUCH <br /> rights or to enforce any other or any subsequent DAMAGE. <br /> breach. <br /> 17. Choice of Law; Venue; Severability. This (c) BASIS OF THE BARGAIN. <br /> CUSTOMER ACKNOWLEDGES THAT <br /> Agreement will be governed by and construed SUNGARD PUBLIC SECTOR HAS SET ITS <br /> under the laws of the State of North Carolina, <br /> Page 8 of 30 <br /> SPS License 7/1/2010 <br />