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10.3 Infringement Alternatives. If the Software is, or in E Team's opinion is likely to become, the
<br /> subject of a claim, suit or proceeding for infringement, E Team may(a)procure, at no cost to Licensee,the right to
<br /> continue use of the Software, (b) replace or modify the Software, at no cost to Licensee, with alternative software
<br /> that has essentially the same functionality, or (c) if the right to continue use cannot be reasonably procured for
<br /> Licensee or cannot be replaced or modified to make it non-infringing, E Team may terminate the License for such
<br /> Software, remove the Software and grant Licensee a refund credit thereon based on the time remaining in the then-
<br /> current license term. E Team shall have no liability with respect to infringement of any proprietary right, except as
<br /> set forth in this Section 10.3 and Section 10.2.
<br /> 11. Limitation of Liability.
<br /> IN NO EVENT SHALL E TEAM OR ITS LICENSORS OR ANY OF THEIR SUBSIDIARIES BE LIABLE FOR
<br /> LOSS OF DATA OR SYSTEM USE, DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS,
<br /> LOSS OR INACCURACY OF DATA, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR
<br /> CONSEQUENTIAL DAMAGES IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE, E
<br /> TEAM'S PROVISION OF THE SERVICES OR THIS AGREEMENT UNDER CONTRACT, TORT, STRICT
<br /> LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. THIS LIMITATION SHALL APPLY EVEN IF E
<br /> TEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
<br /> ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. IN NO
<br /> EVENT SHALL THE TOTAL LIABILITY OF E TEAM AND ITS SUBSIDIARIES, INCLUDING BUT NOT
<br /> LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF
<br /> WARRANTY, INFRINGEMENT OR OTHERWISE, EXCEED THE LICENSE FEES PAID BY THE LICENSEE
<br /> (AND RECEIVED BY E TEAM IN THE CASE OF LICENSEE'S PURCHASE FROM A DISTRIBUTOR), FOR
<br /> THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, AND EXCEPT FOR BODILY INJURY OF A
<br /> PERSON, E TEAM'S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER
<br /> RELATING TO E TEAM'S PROVISION OF THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID
<br /> BY LICENSEE FOR THE SERVICES.
<br /> 12. Term and Termination.
<br /> 12.1 Term. This Agreement shall commence as of the Effective Date and continue until terminated in
<br /> accordance with Section 12.2.
<br /> 12.2 Termination. This Agreement may be terminated as follows:
<br /> (a) Licensee may terminate this Agreement at any time by sending a written notice of termination along with a
<br /> payment for all Fees owed to E Team.
<br /> (b) Either party may terminate this Agreement if the other party beaches any of the material terms of this
<br /> Agreement and fails to cure such breach within(i) 15 days in the case of nonpayment of monies due,or(ii) 30 days
<br /> in the case of all other breaches,after receipt of written notice of such breach.
<br /> (c)Either party may terminate this Agreement if the other party(i)becomes insolvent, (ii) makes an assignment for
<br /> the benefit of creditors, (iii)files or has filed against it a petition in bankruptcy or seeking reorganization, (iv)has a
<br /> receiver appointed, or (v) institutes any proceedings for the liquidation or winding up; provided, however, that, in
<br /> the case any of the foregoing is involuntary, such party shall only be in breach if such petition or proceeding has not
<br /> been dismissed within 90 days.
<br /> 12.3 Effect of Termination. Upon termination, Licensee shall deinstall the Software and, at E Team's sole
<br /> discretion, either destroy or return all Software copies and documentation. Licensee shall certify to E Team in
<br /> writing within fifteen (15)business days of the termination notice that Licensee has complied with this Subsection
<br /> 12.2 and that no Software is being used or retained on any computer or storage device. Upon termination, E Team
<br /> shall have the right, at any time, to terminate the license and take immediate possession of the Software and all
<br /> copies wherever located,without demand or notice.
<br /> Livermore Pleasanton Fire Department Contract 07-12-02 7
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