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017005.7000\2564684.1 3 <br />means will not affect the provisions of this Agreement relating to the payment of amounts due, or the <br />provisions of Sections 4 (Ownership), 5 (Confidential Information), 6 (Warranty Disclaimer; Limitation of <br />Liability), 9 (Reference) and 10 (General Provisions) of this Agreement, all of which will survive <br />termination of this Agreement, regardless of the reason for termination. Upon termination, all licenses <br />and rights to the Services and Widget Software that are granted hereunder shall terminate, and Client <br />shall immediately return to SizeUp, SizeUp’s proprietary and confidential information, and documentation <br />regarding use of the Services and Widget Software, if any, along with a signed, written statement <br />certifying that Client has returned to SizeUp, and is no longer in possession of the foregoing items. <br />SizeUp. <br />8.Government Use. If Client is a unit or agency of the government, or licensing use of the <br />Services by payment with government funds, the Services are provided subject to SizeUp’s standard <br />commercial terms, set forth in this Agreement. <br />9.Reference: Client agrees that SizeUp may identify Client as a customer on its brochures, <br />websites, and other marketing materials, and describe the project and the Services provided by SizeUp to <br />Client. Nothing herein constitutes an endorsement of SizeUp by Client. <br />10.General Provisions. This Agreement is not assignable or transferable by Client, and any such <br />attempted assignment or transfer shall be void and without effect. Each party will be and act as an <br />independent contractor and not as an agent or partner of, or joint venturer with, the other party for any <br />purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party <br />by virtue of this Agreement will have any right, power or authority to act or create any obligation, <br />expressed or implied, on behalf of the other party. This Agreement shall be governed by and construed <br />in accordance with the laws of the State of California or applicable federal law without regard to the <br />conflicts of law provisions thereof and without regard to the United Nations Convention on the <br />International Sales of Goods. The parties agree that any dispute relating to this Agreement shall be <br />heard in the courts located in California, Alameda County, and the parties consent to jurisdiction and <br />venue therein. In any action to enforce this Agreement the prevailing party will be entitled to costs and <br />attorneys' fees. The waiver by either party of a breach of this Agreement or any right hereunder shall not <br />constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to <br />exercise any right under this Agreement operate as a waiver of any such right. If any provision of this <br />Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that <br />provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall <br />otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire <br />agreement between the parties hereto related to the subject matter hereof, and any and all written or oral <br />agreements are expressly cancelled. Any modifications of this Agreement must be in writing and signed <br />by both parties hereto. Pre-printed purchase order terms and any other additional terms, and any terms in <br />conflict with this Agreement, shall be void and of no effect. <br />11.Indemnification. Client shall defend, indemnify and hold SizeUp harmless from any and all <br />claims, injuries, damages, losses or suits arising out of a claim (i) of any breach of this Agreement by <br />Client, its affiliates, employees agents, successors and assigns; and (ii) relating to or based on the <br />activities conducted by Client, its employees, contractors and agents, using or that used the Services; <br />and Client shall pay any final judgment entered against SizeUp in any such proceeding or agreed to in <br />settlement. Client shall be released from the above indemnification obligation unless SizeUp provides <br />Client with: i) reasonably prompt written notification of the claim or action; ii) sole control and authority <br />over the defense or settlement thereof; and iii) at no cost to Client, all reasonably available information <br />and assistance reasonably necessary to settle or defend any such claim or action. <br />SizeUp, Inc. Orange County Economic Development <br />By: By: <br />Name (print): Anatalio Ubalde Name (print): <br />Title: CEO Title: <br />DocuSign Envelope ID: EC5EFAEF-2401-4C60-8F93-CF3CF6CC7702