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File:San Leandro Public Library GC#300521 in a manner which expresses or implies a relationship other than that existing Customer License Metrics shall continue unless new License of independent contractor. Metrics are identified in a Quote.No modification to the Agreement will 10.10 Invalidity. If any provision of the Agreement shall be held to be binding unless in writing and signed by an authorized representative be invalid, illegal or unenforceable, the validity, legality and of each party. enforceability of the remaining provisions shall not in any way be 10.14 Third Party Beneficiaries.All rights and benefits afforded to affected or impaired. SirsiDynix under the Agreement shall apply equally to the owner of the 10.11 Survival. The following provisions will survive any termination Third Party Software with respect to the Third Party Software, and or expiration of the Master Agreement:sections 1,2.8,2.9,2.10,2.12, such third party is an intended third party beneficiary of the Agreement, 3,4,6,8,9,and 10. with respect to the Third Party Software. 10.12 No Waiver. Any waiver of the provisions of the Agreement or 10.15 Governing Law and Venue. The Agreement shall be of a party's rights or remedies under the Agreement must be in writing governed by and construed in accordance with the laws of Alameda, to be effective. Any such waiver shall constitute a waiver only with California without giving effect to its principles of conflict of laws. Any respect to the specific matter described in such writing and shall in no dispute shall be litigated in the state or federal courts located in way impair the rights of the party granting such waiver in any other California to whose exclusive jurisdiction the parties hereby consent. respect or at any other time.The waiver by either of the parties hereto In addition, the Customer hereby waives any objection the customer of a breach or of a default under any of the provisions of the may have based upon lack of personal jurisdiction, improper venue Agreement shall not be construed as a waiver of any other breach or and/or"forum non conveniens". default of a similar nature, or as a waiver of any of such provisions, 10.16 Application of Laws.The parties agree that this contract is not rights or privileges hereunder. The rights and remedies herein a contract for the sale of goods;therefore,the Agreement shall not be provided are cumulative and none is exclusive of any other, or of any governed by any codification of Article 2 or 2A of the Uniform rights or remedies that any party may otherwise have at law or in Commercial Code, or any codification of the Uniform Computer equity.Failure,neglect,or delay by a party to enforce the provisions of Information Technology Act("UCITA"),or any references to the United the Master Agreement or its rights or remedies at any time,shall not be National Convention on Contracts for the International Sale of Goods. construed and shall not be deemed to be a waiver of such party's 10.17 Counterparts. The Master Agreement and each Schedule rights under the Agreement and shall not in any way affect the validity may be executed in one or more counterparts, each of which shall of the whole or any part of the Master Agreement or prejudice such constitute an enforceable original of the Agreement,and that facsimile, party's right to take subsequent action. electronic and/or .pdf scanned copies of signatures shall be as 10.13 Entire Agreement.The Master.Agreement constitutes the effective and binding as original signatures. parties'entire agreement relating to its subject matter. It cancels and 10.18 Headings and Drafting. The headings in the Agreement supersedes all prior or contemporaneous oral or written shall not be used to construe or interpret the Agreement. The communications, requests for proposals, proposals, conditions, Agreement shall not be construed in favor of or against a party based representations, and warranties, or other communication between the on the originator of the document. parties relating to its subject matter as well as any prior contractual 10.19 Attorney's Fees. In the event a party seeks and obtains a agreements between the parties,with the exception of unpaid invoices under prior contracts between the parties,which outstanding balances remedy in the courts for its rights under this Master Agreement, the continue to be owed in addition to, and notwithstanding clause 10.13. prevailing party in such litigation shall be entitled to its reasonable Notwithstanding the precedence of this Master Agreement, any attorney's fees and cost. END OF MASTER AGREEMENT San Leandro Public Library SirsiDynix 300 Estudillo Ave SirsiDynix Technology Centre San Leandro,California 94577 3300 N.Ashton Blvd.—Ste 500 Lehi,UT 84043 Sign: / 4 Sign: Z("))1114 Print Name: CAW n -r.` Print Name: IN I % Div i5C Title: C t' kok,Wk9 Title: CL® Date:- Li//7/ Date: 4 ! 2L f r; AS APPROVED TO FORM: Customer Initial and Date: / , /7 3 Confidential SirsiDynix* Page 5 of 6