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12.4 Survival. The provisions of Sections 2.4, 4.3, 4.4, 5.2, 5.3, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of this Agreement. 13. General 13.1 Audit Rights. During normal business hours and at any time the Software or Service is being used,E Team or its authorized representative will have the right, upon reasonable advance notice, to audit and inspect Licensee's use of the Software and Service or compliance with the terms of this Agreement. 13.2 Assi ne ment. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns, provided that neither this Agreement nor any license hereunder may be assigned by Licensee (whether by operation of law or otherwise)without E Team's prior written consent. E Team may assign all or any part of its rights and obligations under this Agreement without consent to(a) any entity resulting from any merger, consolidation or other reorganization of E Team, (b) any operating entity controlling E Team,or owned or controlled, directly or indirectly,by E Team, (c)any affiliate of E Team,or(d)any purchaser of all or substantially all of the assets of E Team. 13.3 Non-Solicitation of Employees. Licensee agrees that during the term of this Agreement and for a period of two years after its expiration or termination Licensee will not solicit or encourage any E Team employee or consultant to discontinue their employment with E Team. 13.4 Facsimile. A facsimile of a signed copy of this Agreement received from Licensee may be relied upon as an original and if there is any inconsistency between such facsimile and a subsequently received hard copy, the facsimile shall prevail. 13.5 Force Majeure. Neither party shall be held liable for any damages or penalty for delay in the performance of its obligations hereunder (other than Licensee's obligation to make payments under this Agreement) when such delay is due to the elements,acts of God or other causes beyond its reasonable control. 13.6 Compliance With Regulations. Licensee agrees to comply fully with all relevant export and import laws and regulations of the United States and the country or territory, to assure that neither the Software, nor any direct product thereof,are exported or imported,directly or indirectly,in violation of such laws. 13.7 Arbitration. All disputes arising out of or relating to the formation, terms, or alleged breach of this Agreement shall be determined and settled by binding arbitration to take place exclusively in Los Angeles County, California, in accordance with the commercial rules of the American Arbitration Association. Any award rendered by the arbitrator shall be final and binding on the parties, and may be entered as a judgment by any court of competent jurisdiction. Costs of arbitration (including reasonable attorneys' fees) shall be made a part of the arbitrator's award. Notwithstanding the foregoing, in the event irreparable injury can be shown, either party may obtain injunctive relief exclusively in the appropriate federal or state court in Los Angeles County, California. Any litigation arising out of or relating to this Agreement shall take place exclusively in the appropriate state or federal court in Los Angeles County,California and each party irrevocably consents to the jurisdiction of such courts. 13.8 Third-Party Beneficiaries. Any person licensing a third party software to E Team or its subsidiaries is hereby specified as a third party beneficiary of this Agreement. E Team will be responsible for all third party beneficiary reporting. Except as expressly set forth in this Section, there shall be no third-party beneficiaries under this Agreement. 13.9 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 13.10 Waiver and Modification. Waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. Any waiver, amendment, supplementation or other modification or supplementation of any provision of this Agreement shall be effective only if in writing and signed by both parties. Livermore Pleasanton Fire Department Contract 07-12-02 8