1995 S Amendment to Master Purchase Agreement Between Orange County and Environmental Systems Research Institute (ESRI)

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Environmental Systems Research Institute,Inc. 380 New York Street Redlands,CA 92373 n (909)793-2853 ARCIINFO User Support Policy,or to return the license fees paid and terminate the Agreement upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a copy of Licensee's receipt. ESRI shall not be liable for indirect,special, incidental, or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. Indemnity: ESRI, at its own expense,will defend and indemnify Licensee from all claims that the Software and Related Materials furnished under this Agreement infringe a U.S.Copyright, provided that Licensee gives ESRI prompt written notice of such claims and permits ESRI the sole right to control the defense of all such claims and provide ESRI all reasonable cooperation. As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of infringement,ESRI,at its option,will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make them noninfringing. If none of the alternatives are available on commercially reasonable terms then Licensee agrees to return the Software and Related Materials upon ESRI's written request. ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or alteration of any Software and Related Materials. This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws,regulations,or orders relating to the export of computer software or know-how relating thereto. ESRI®Software and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws,regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cuba,Haiti,Iraq,Libya, Montenegro,North Korea,Serbia, and South African military,police,and related entities. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction,the validity, legality,and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No Implied Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI. Order of Precedence: Any conflict between the terms of this License Agreement and any Purchase Order or other terms shall be resolved in favor of the terms of this License Agreement. Additional Software Licenses: Additional ARC/INFO or extension software licenses may be ordered without signed amendments provided the following language is incorporated in the signed ESRI is a registered trademark of Environmental Systems Research Institute,Inc. A92-P1291-A1/RB D-3 7/7195