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<br />File: San Leandro Public Library GC#300521
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<br />Customer Initial and Date: dl.initialhere.1
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<br /> Confidential
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<br />Page 4 of 6
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<br />CLAIM BY CUSTOMER OR ANY THIRD PARTIES UNDER THE
<br />MASTER AGREEMENT, EXCLUDING LIABILITY PURSUANT TO
<br />SECTION 6 (Indemnification), WILL BE LIMITED TO THE FEES PAID
<br />BY CUSTOMER DURING THE PREVIOUS 12 MONTHS FOR THE
<br />PRODUCT WHICH IS THE SUBJECT MATTER OF THE CLAIM.
<br />8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER
<br />FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY
<br />PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING,
<br />WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS,
<br />STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC
<br />ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT,
<br />BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),
<br />PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT
<br />SIRSIDYNIX HAS PREVIOUSLY BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES.
<br />8.3 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT,
<br />REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER
<br />MORE THAN TWO YEARS AFTER THE CAUSE OF ACTION
<br />ARISES.
<br />8.4 THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN
<br />LIEU OF, AND SIRSIDYNIX, ITS LICENSORS AND SUPPLIERS
<br />EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED
<br />BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL
<br />OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i) ANY
<br />WARRANTY THAT ANY PRODUCT IS ERROR-FREE OR WILL
<br />OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL
<br />BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />AND NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT
<br />OR THIRD PARTY SOFTWARE WILL BE ACCURATE, RELIABLE
<br />AND ERROR-FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES
<br />ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
<br />PERFORMANCE OR USAGE OF TRADE. NO ADVICE, STATEMENT
<br />OR INFORMATION GIVEN BY SIRSIDYNIX, ITS AFFILIATES,
<br />CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE
<br />ANY WARRANTY PROVIDED HEREIN.
<br />9. TERM AND TERMINATION
<br />9.1 Term. Subject to Section 10.11 below, the term of this Master
<br />Agreement shall commence on the Effective Date and shall continue in
<br />full force and effect until the termination of all obligations of either party
<br />for all Products purchased, unless otherwise terminated earlier as
<br />provided hereunder.
<br />9.2.1 Termination. Either party may terminate the Master
<br />Agreement immediately upon written notice if the other party commits
<br />a non-remediable material breach of the Master Agreement or any
<br />EULAs, or if the other party fails to cure any remediable material
<br />breach or provide a written plan of cure acceptable to the non-
<br />breaching party within 30 days of being notified in writing of such
<br />breach. Where the non-breaching party has a right to terminate the
<br />Agreement, the non-breaching party may at its discretion terminate the
<br />Agreement in whole or part. 9.2.2 Following termination of the Master
<br />Agreement, Customer agrees to certify that it has returned or
<br />destroyed all copies of the applicable Software, Documentation and
<br />Confidential Information and acknowledges that its rights to use the
<br />same are relinquished.
<br />10. GENERAL PROVISIONS
<br />10.1 Force Majeure. The parties will exercise every reasonable
<br />effort to meet their respective obligations hereunder but shall not be
<br />liable for delays resulting from force majeure or other causes beyond
<br />their reasonable control, including but not limited to power outages or
<br />failure of third party service providers. This provision does not relieve
<br />Customer of its obligation to make payments then owing.
<br />10.2 Assignment. SirsiDynix may assign the Agreement and all of
<br />its rights and obligations herein without Customer’s approval to its
<br />parent company or other affiliated company, to a successor by
<br />operation of law, or by reason of the sale or transfer of all or
<br />substantially all of its stock or assets to another entity. Neither party
<br />may otherwise assign or transfer the Agreement without the prior
<br />written consent of the other party, which shall not be unreasonably
<br />withheld. Notwithstanding the above, SirsiDynix may fulfill its
<br />obligations hereunder through its affiliated companies.
<br />10.3 Cooperation. Customer agrees to provide cooperation, which
<br />means assistance, information, equipment, data, a suitable work
<br />environment, timely access, and resources reasonably necessary to
<br />enable SirsiDynix to perform any and all installation, implementation,
<br />and services required to fulfill this Master Agreement including but not
<br />limited to ensuring SirsiDynix has remote access. Failure to grant such
<br />cooperation shall allow SirsiDynix to deem the Product purchased by
<br />Customer to be fully accepted and delivered. In the event any delay in
<br />implementing Products is caused by Customer resulting in SirsiDynix
<br />incurring additional expenses, the Customer shall pay to SirsiDynix the
<br />amount of such additional expenses.
<br />10.4 Notice of U.S. Government Restricted Rights. If the
<br />Customer hereunder is the U.S. Government, or if the Software is
<br />acquired hereunder on behalf of the US Government with U.S.
<br />Government federal funding, notice is hereby given that the Software is
<br />commercial computer software and documentation developed
<br />exclusively at private expense and is furnished as follows: “U.S.
<br />GOVERNMENT RESTRICTED RIGHTS. Software delivered subject to
<br />the FAR 52.227-19. All use, duplication and disclosure of the Software
<br />by or on behalf of the U.S. Government shall be subject to this
<br />Agreement and the restrictions contained in subsection (c) of FAR
<br />52.227-19, Commercial Computer Software - Restricted Rights (June
<br />1987)”.
<br />10.5 Export. Customer shall comply fully with all relevant export
<br />laws and regulations of the United States to ensure that the Software is
<br />not exported, directly or indirectly, in violation of United States law.
<br />10.6 Non-solicitation. During the term of this Master Agreement
<br />and for a period of one year following its termination, neither party will
<br />solicit for employment directly or through other parties, without the
<br />other party’s written permission, any individual employed by the other
<br />party, provided however that the hiring of individuals responding to
<br />general public marketing and recruiting advertisements and events
<br />shall not be a violation of this provision; only active, targeted
<br />solicitation is prohibited.
<br />10.7 Compliance. During the term of this Master Agreement for a
<br />period of one year following its termination, SirsiDynix shall have the
<br />right to verify Customer’s full compliance with the terms and
<br />requirements of the Master Agreement. If such verification process
<br />reveals any noncompliance by Customer with the Master Agreement,
<br />Customer shall reimburse SirsiDynix for the reasonable costs and
<br />expenses of such verification process incurred by SirsiDynix (including
<br />but not limited to reasonable attorneys’ fees) , and Customer shall
<br />promptly cure any such noncompliance; provided, however, that the
<br />obligations under this section do not constitute a waiver of SirsiDynix’s
<br />termination rights and do not affect SirsiDynix’s right to payment for
<br />Software, Maintenance, Subscription and interest fees related to usage
<br />in excess of the License Metrics.
<br />10.8 Notices. Any notice required or permitted to be sent under the
<br />Agreement shall be delivered by hand, by overnight courier, by email
<br />to SirsiDynix at legal@sirsidynix.com, or by email to Customer at any
<br />current Customer email address routinely used by SirsiDynix, or by
<br />registered mail, return receipt requested, to the address of the parties
<br />set forth in the Agreement or to such other address of the parties
<br />designated in writing in accordance with this subsection.
<br />10.9 Relationship. The Agreement is not intended to create a
<br />partnership, franchise, joint venture, agency, or a fiduciary or
<br />employment relationship. Neither party may bind the other party or act
<br />DocuSign Envelope ID: 308C5B23-59C2-4A51-BF38-025B9637F9FA
<br />In Process
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