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109738\153265\46611157.8
<br />by such delay.
<br />12.9 Public Announcements.
<br />Selectron shall have the right to use Licensee’s name
<br />as a customer reference, and to use Licensee’s trade
<br />name on Selectron’s customer lists.
<br />12.10 U.S. Government Rights. The
<br />Licensed Software is a “commercial item,” as that term
<br />is defined at 48 C.F.R. 2.101, consisting of “commercial
<br />computer software” and “commercial computer
<br />software documentation,” as such terms are used in
<br />48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable.
<br />Consistent with 48 C.F.R. 12.212 and 48 C.F.R
<br />227.7202-1 through 227.7202-4, the Licensed Software
<br />are licensed to any U.S. Government End Users (i) only
<br />as a commercial item and (ii) with only those rights as
<br />are granted to all other End Users pursuant to the
<br />terms and conditions herein. Manufacturer is
<br />Selectron Technologies, Inc., 13535 SW 72nd Ave, Suite
<br />200 Portland OR 97223, USA. This Section, consistent
<br />with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu
<br />of, and supersedes, any other Federal Acquisition
<br />Regulation, Defense Federal Acquisition Regulation
<br />Supplement, or other clause or provision that
<br />addresses United States Government rights in
<br />computer software, technical data, or computer
<br />software documentation.
<br />12.11 Use By Other Government
<br />Entities. The parties agree that, in the event that
<br />Licensee is a governmental entity, all other state and
<br />local governments within Licensee’s state may
<br />purchase a license from Selectron to use the Licensed
<br />Software under the same terms and conditions as set
<br />forth in this Agreement by entering into a master
<br />services and hosting agreement with the same terms
<br />and conditions as set forth herein with Selectron.
<br />12.12 Export Controls. The Licensed
<br />Software is subject to the export control laws of the
<br />United States and other countries. Licensee may not
<br />export or re-export the Licensed Software, unless
<br />Licensee has first obtained Selectron’s prior written
<br />permission and the appropriate United States and
<br />foreign government licenses, at Licensee’s sole
<br />expense. Licensee must otherwise comply with, and
<br />contractually require that all of its employees comply
<br />with, all applicable export control laws and regulations
<br />in the use of the Licensed Software. None of the
<br />Licensed Software may be downloaded or otherwise
<br />exported or re-exported (a) into any country for which
<br />the United States has a trade embargo, or (b) to anyone
<br />on the U.S. Treasury Department’s list of Specially
<br />Designated Nationals or the U.S. Commerce
<br />Department’s Denied Persons List. Licensee
<br />represents and warrants that it is not located in, under
<br />the control of, or a national or resident of any such
<br />country or on any such list. Licensee shall defend,
<br />indemnify and hold Selectron and all successors, assigns,
<br />affiliates, suppliers, and each of their officers, directors,
<br />employees, and agents harmless for, from, and against
<br />any and all claims, allegations, damages, liabilities, and
<br />costs and expenses (including without limitation
<br />attorneys’ fees and costs) arising out of Licensee’s
<br />violation of such export control laws. Licensee further
<br />agrees to comply with the United States Foreign Corrupt
<br />Practices Act, as amended.
<br />12.13 Captions and Section Headings.
<br />The captions and Section and paragraph headings used in
<br />this Agreement are inserted for convenience only and
<br />shall not affect the meaning or interpretation of this
<br />Agreement.
<br />12.14 Counterparts. This Agreement
<br />may be signed in one or more counterparts, each of which
<br />will be deemed to be an original copy of this Agreement,
<br />and, when taken together, shall be deemed to constitute
<br />one and the same agreement. Each party agrees that the
<br />delivery of this Agreement by facsimile transmission or by
<br />PDF attachment to an e-mail transmission will be deemed
<br />to be an original of the Agreement so transmitted and, at
<br />the request of either party, the other party will confirm
<br />facsimile or e-mail transmitted signatures by providing the
<br />original document.
<br />12.15 Modification; Subsequent Terms.
<br />No amendment or modification of any provision of this
<br />Agreement shall be effective unless in writing and signed
<br />by a duly authorized signatory of Selectron and Licensee.
<br />To the extent that the terms and conditions of the Exhibits
<br />hereto or Exhibits to subsequent amendments or
<br />modifications of or to the Agreement (“Subsequent
<br />Terms”) differ from those herein, those Subsequent Terms
<br />shall control the interpretation and any conflict resolution
<br />thereof. The terms on any purchase order or similar
<br />document submitted by Licensee to Selectron will not
<br />modify the terms and conditions of this Agreement.
<br />12.16 Entire Agreement; Amendment.
<br />This Agreement, including the Exhibit(s) attached hereto,
<br />constitutes the entire agreement between the parties
<br />concerning the subject matter hereof, and supersedes
<br />(a) all prior or contemporaneous representations,
<br />discussions, proposals, negotiations, conditions,
<br />agreements, and communications, whether oral or
<br />written, between the parties relating to the subject matter
<br />of this Agreement, and (b) all past courses of dealing and
<br />industry custom.
<br />12.17 Total Compensation. Total Cumulative
<br />Compensation for services rendered pursuant to this
<br />Agreement shall not exceed $194,898 for the term or this
<br />agreement. The annual compensation amount is set at
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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