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INTIME SOLUTIONS INC. 9. Miscellaneous. 9.1 Except as described below, this Agreement is the only agreement between Customer and InTime pertaining to the license of the Software and InTi me IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, RFP, RFQ, CORRESPONDENCE, OR OTHERWISE UNLESS SPECIFICALLY AGREED TO IN WRITING. 9.2 Governing Law. This Agreement is governed by the laws of the Province of British Columbia, Canada. All disputes arising out of or in connection with this Agreement, shall be referred to and finally resolved by arbitration or mediation under the rules of the British Columbia International Arbitration Centre. The place of arbitration of mediation shall be Vancouver, British Columbia, Canada. 9.3 Force Majeure. Dates or times by which either party is required to perform under this Agreement, excepting the payment of any fees or charges due hereunder, may be postponed to the extent that any party is prevented from meeting them by causes beyond its reasonable control. 9.4 Non-Assignable. This License Agreement is not assignable by the Customer, and any attempted or alleged assignment by Customer is void. 9.5 No Agency. The parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other capacity. 9.6 Notice. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate paliy by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services. If to InTi me: If to Customer: Contracts Administrator InTime Solutions Inc. #700-5945 Kathleen Avenue Burnaby, B.C. Canada V5H 4L5 9.7 Headings. The Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. 10. Escrow. 10.1 On Customer's written request, for the purpose of enabling the Customer to maintain, modify or correct an item of Software specified in this Agreement in the event that InTi me is unable or unwilling to support that software, InTime shall arrange for itself: the Customer and a trusted third party ("Escrow Agent") approved by the Customer to enter into an escrow agreement with such Escrow Agent for the purpose of enabling a copy of the current Source Code of that software, and its associated explanatory technical information and documentation sufficient to maintain and modify Source Code ("Documentation") to be held in escrow with that Escrow Agent. The terms of this Section 10 shall serve as a guideline for that escrow agreement with the Escrow Agent. 10.2 Costs. The costs ofthe escrow arrangement shall be borne by Customer. 10.3 Source Code. Source Code shall be defined as software modules in human-readable, high-level language form for the Software for use with Customer's system and other documents that normally accompany company the Source Code for the purposes contemplated. 10.4 Triggering Event. Any filing of bankruptcy, insolvency or any like event by TnTime so that InTime can no ENTERPRISE SOFTWARE LICENSING AGREEMENT Confidential Document Page 9 of 16