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will be incompatible with hardware and/or software from third <br />parties therefore Winko-Matic cannot assure the system operator <br />of the integrity of its system. <br />C. System User understands that Winko-Matic will be <br />installing a software enhancement or upgrade to its VMS 220 <br />system in consideration for this Agreement and agrees that such <br />new software may not be compatible with components supplied by <br />third parties for use in the software. <br />VII. Source Code <br />In the event Winko-matic elects to discontinue <br />marketing, or support for the Software, or ceases to function s a <br />business entity, City may, only for the purpose of exercising its <br />privileges under this Agreement and subject to all its terms and <br />conditions, retain sufficient copies of Winko-Matic's Software as <br />may be necessary for such purpose, including, without limitation, <br />retention of copies of source code and any documentation or other <br />information relating thereto. Thereafter, City shall have an <br />immediate right to perform desired programming enhancements and <br />modifications as City may deem necessary, again subject to the <br />terms and conditions of this Agreement. <br />VIII. Notices <br />All notices required or otherwise given under this <br />Agreement shall be furnished to the following addresses or to <br />such other addresses as the respective parties may designate from <br />time to time in writing: <br />TO: Winko-Matic/Multisonics Corporation <br />6301 Best Friend Road <br />Norcross, Georgia 30071 <br />Phone: (404) 662-5400 <br />TO: City of Pleasanton <br />Attn: Public Works Director <br />200 Old Bernal Avenue <br />Pleasanton, CA 94566 <br />Phone: (415) 847-8041 <br />IX. General <br />A. Each party acknowledges that it has read this <br />agreement, understands it and agrees to be bound by its terms and <br />further agrees that this is the complete and exclusive statement <br />of the agreement between the parties, which supersedes and merges <br />all prior proposals, understandings and all other agreement, oral <br />and written, between the parties relating to the subject matter <br />of this Agreement. This Agreement may not be modified or altered <br />except by a written instrument duly executed by both parties. <br />B. The dates or times by which Winko-Matic is required <br />to make performance under this license shall be postponed <br />- 4 - <br />