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TripMaster 22
<br /> by CTS Software Cost Proposal
<br /> days after termination or expiration of this Agreement,return to CTS or,at CTS'written request destroy,all CTS Confidential Information in Customer's
<br /> possession or control.The following sections of this Agreement will survive its termination or expiration:Section 1 (Definitions);Section 3.5(Removal of
<br /> Content);Section 4.1 (Reservation);Section 4.3(Customer Data);Section 5(Fees and Payment Terms);Section 6(Non-Disclosure and Confidentiality);
<br /> Section 8.3(Disclaimer);Section 9(Limitation of Liability);Section 11.2(Effect of Termination);Section 11.3(Portability and Deletion);and Section 12
<br /> (General).
<br /> 11.3 Portability and Deletion.If Customer requests in writing within 30 days after the effective date of termination or expiration of this Agreement:(a)
<br /> CTS will make Customer Data available to Customer for export or download and(b)CTS will return to Customer all Customer Confidential Information other
<br /> than Customer Data in CTS'possession or control.After that 30-day period,CTS will have no obligation to maintain or provide any Customer Confidential
<br /> Information,and will thereafter delete or destroy all copies of Customer Confidential Information in its systems or otherwise in its possession or control,
<br /> unless legally prohibited.
<br /> 12. GENERAL.
<br /> 12.1 Governing Law.This Agreement will be governed by and construed in accordance with the internal laws of the State of North Carolina without
<br /> giving effect to any choice or conflict of law provision or rule.The United Nations Convention on Contracts for the International Sale of Goods shall not apply
<br /> in any respect to this Agreement or the parties. In the event any litigation or other action to enforce the terms and conditions hereof is commenced by either
<br /> party to enforce this Agreement,such litigation or action will be filed and litigated only in a court of competent jurisdiction located in the State of North
<br /> Carolina.Each party waives any and all rights to have this action brought in any place other than the State of North Carolina.
<br /> 12.2 Delay in Performance.If CTS'performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or
<br /> its agents,subcontractors,consultants or employees,CTS shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any
<br /> costs,charges or losses sustained or incurred by Customer,in each case,to the extent arising directly or indirectly from such prevention or delay,and CTS'
<br /> obligation to perform will be extended by the same number of days as Customer's contingent action is delayed.
<br /> 12.3 Conflicting Terms in Customer Purchase Orders.Notwithstanding the content of any Customer purchase order or any other document or record
<br /> generated by Customer(other than an executed Order),whether in writing or electronic,relating to the subject matter of this Agreement,the terms of this
<br /> Agreement will govern and any conflicting,inconsistent,or additional terms contained in such documents will be null and void.
<br /> 12.4 Notice.All communications required or otherwise provided under this Agreement will be in writing and will be deemed given when delivered(a)by
<br /> hand,(b)by registered or certified mail,postage prepaid,return receipt requested;or(c)by a nationally recognized overnight courier service;to the address
<br /> set forth for the applicable party on the first page of this Agreement,as may be amended by the party by written notice to the other party in accordance with
<br /> this Section 12.4.
<br /> 12.5 Assignment.Neither party may assign,transfer or delegate any or all of its rights or obligations under this Agreement without the prior written
<br /> consent of the other party,which consent will not be unreasonably withheld or delayed;provided that upon prior written notice to the other party,either party
<br /> may assign this Agreement,in whole,to a successor of all or substantially all of the assets of that party through merger,reorganization,consolidation or
<br /> acquisition.If a party makes any attempted assignment,transfer or other conveyance in violation of the foregoing,the attempted assignment,transfer,or
<br /> other conveyance will be null and void.
<br /> 12.6 Interpretation.For purposes of this Agreement,(a)the words"include,""includes"and"including"will be deemed to be followed by the words
<br /> "without limitation";(b)the word"or"is not exclusive;and(c)the words"herein,""hereof,""hereby,""hereto"and"hereunder'refer to this Agreement as a
<br /> whole.Should any provision of this Agreement require judicial interpretation,the parties agree that the court interpreting or construing the same may not
<br /> apply a presumption that the terms of this Agreement will be more strictly construed against one party than against another.
<br /> 12.7 Severability.In case any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid,illegal or
<br /> unenforceable in any respect,the validity,legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired
<br /> thereby.
<br /> 12.8 Entire Agreement.This Agreement,including the schedules and exhibits hereto and Orders entered hereunder,constitutes the entire agreement
<br /> between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.
<br /> 12.9
<br /> P ublicity.Customer agrees to serve as a customer reference for CTS. Additionally,Customer shall permit CTS to feature Customer in a press
<br /> release upon execution of this Agreement and shall permit CTS to feature Customer in marketing materials following the implementation of the Hosted
<br /> Services. CTS and Customer agree to collaborate on public announcements and marketing materials,and shall refrain from issuance or distribution of
<br /> marketing materials without first obtaining the prior written consent of the other party,which shall not be unreasonably withheld.
<br /> 12.10 Amendment;Waiver.This Agreement may only be amended,modified or supplemented by an agreement in writing signed by each party hereto.
<br /> No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.
<br /> 12.11 Expo .Customer shall not itself,or permit any third party,to,export,re-export or release,directly or indirectly,the Services to any country,
<br /> jurisdiction or individual person to which the export,re-export or release of the Service(a)is prohibited by applicable law and associated regulations or(b)
<br /> without first completing all required undertakings,including obtaining any necessary export license or other governmental approval.
<br /> Customer indemnify and hold CTS harmless from any breach of this
<br /> section.
<br /> 12.12 Force Majeure.Neither party will be liable for delay or failure in performing any of its obligations(other than payment obligations)hereunder due to
<br /> causes beyond its reasonable control,including an act of God,war,natural disaster,governmental regulations or orders,epidemics or pandemics,
<br /> terrorism,communication or utility failures or casualties or the failures or acts of third parties.
<br /> 12.13 Equitable Relief.Each party acknowledges that a breach by a party of Section 3.2(Usage Restrictions)or Section 6(Non-Disclosure and
<br /> Confidentiality)may cause the non-breaching party irreparable damages,for which an award of damages would not be adequate compensation and agrees
<br /> that,in the event of such breach or threatened breach,the non-breaching party will be entitled to seek equitable relief,including a restraining order,
<br /> injunctive relief,specific performance and any other relief that may be available from any court,in addition to any other remedy to which the non-breaching
<br /> party may be entitled at law or in equity.Such remedies will not be deemed to be exclusive but will be in addition to all other remedies available at law or in
<br /> equity,subject to any express exclusions or limitations in this Agreement to the contrary.
<br /> TripMaster by CTS Software-Quote#4564 v6 11 114
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