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9
<br />EXIMIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SovrwARE LICENSE)
<br />INdigital to prevent or abate any actual or
<br />threatened infringement, misappropriation or
<br />violation of INdigital's rights in, and to attempt to
<br />resolve any claims relating to, the Software or
<br />Documentation.
<br />8.3. No Implied Rights. Except for the limited rights
<br />and licenses expressly granted under the Agreement,
<br />nothing in the Agreement (including these Terms)
<br />grants, by implication, waiver, estoppel or otherwise,
<br />to Customer or any third party any Intellectual
<br />Property Rights or other right, title, or interest in or to
<br />any of the Software or Documentation.
<br />TERM AND TERMINATION.
<br />9.1. Initial Term. The initial term of the Agreement
<br />commences as of the Effective Date and will continue
<br />in effect until such time as specified in Section 11 of
<br />the Agreement, unless terminated earlier pursuant to
<br />any of the Agreement's express provisions (the
<br />"Initial Term").
<br />9.2. Renewal Term. The Agreement will
<br />automatically renew for additional successive terms
<br />specified in Section 11 of the Agreement unless earlier
<br />terminated pursuant to any of the Agreement's express
<br />provisions or either Party gives the other Party written
<br />notice of non -renewal at least ninety (90) days prior to
<br />the expiration of the then -current term (each, a
<br />"Renewal Term" and, collectively, together with the
<br />Initial Term, the "Term").
<br />9.3. Termination. The Agreement may be
<br />terminated at any time:
<br />(a) by INdigital, effective on written notice
<br />to Customer, if Customer fails to pay any amount
<br />when due under the Agreement (including these
<br />Terms), where such failure continues more than
<br />fifteen (15) days after INdigital's delivery of
<br />written notice thereof ("Payment Failure");
<br />(b) by INdigital, immediately on written
<br />notice to Customer if any two or more Payment
<br />Failures occur in any twelve (12) -month period;
<br />(c) by either Party, effective on written
<br />notice to the other Party, if the other Party
<br />materially breaches the Agreement (including
<br />these Terms) and such breach: (i) is incapable of
<br />cure; or (ii) being capable of cure, remains
<br />uncured thirty (30) days after the non -breaching
<br />Party provides the breaching Party with written
<br />notice of such breach (except in the case of a
<br />Payment Failure, which shall be governed by
<br />Section 9.3(a) of these Terms);
<br />(d) by INdigital, effective immediately, if
<br />the Customer: (i) is dissolved or liquidated or
<br />r., TRUE COPY
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<br />h3 L. BUTLER, CLERK
<br />takes any corporate action for such purpose;
<br />(ii) becomes insolvent or is generally unable to
<br />pay its debts as they become due; (iii) becomes
<br />the subject of any voluntary or involuntary
<br />bankruptcy proceeding under any domestic or
<br />foreign bankruptcy or insolvency Law; (iv) makes
<br />or seeks to make a general assignment for the
<br />benefit of its creditors; or (v) applies for, or
<br />consents to, the appointment of a trustee, receiver
<br />or custodian for a substantial part of its property;
<br />(e) by INdigital, upon notice to Customer, if
<br />Customer is in breach of any other agreement
<br />between the Parties and such breach is not cured
<br />pursuant to the terms of such agreement.
<br />9.4. Effect of Termination or Expiration. On the
<br />expiration or earlier termination of the Agreement:
<br />(a) all rights, licenses and authorizations
<br />granted to Customer under the Agreement will
<br />immediately terminate and Customer shall:
<br />(i). immediately cease all use of
<br />and other activities with respect to the
<br />Software and Documentation other than
<br />those described in Section 9.4(a)(ii) of these
<br />Terms;
<br />(ii). within sixty (60) days deliver to
<br />INdigital, or at INdigital's written request
<br />destroy, and permanently erase from all
<br />devices and systems Customer directly or
<br />indirectly controls, the Software, the
<br />Documentation and INdigital's Confidential
<br />Information, including all documents, files
<br />and tangible materials (and any partial and
<br />complete copies) containing, reflecting,
<br />incorporating or based on any of the
<br />foregoing, whether or not modified or
<br />merged into other materials;
<br />(iii). certify to INdigital in a signed
<br />written instrument that it has complied with
<br />the requirements of this Section 9.4; and
<br />(b) all amounts payable by Customer to
<br />INdigital of any kind under the Agreement
<br />(including these Terms) are immediately payable
<br />and due no later than thirty (30) days after the
<br />effective date of the expiration or INdigital's
<br />termination of the Agreement.
<br />9.5. Surviving Terms. The provisions set forth in the
<br />following sections, and any other right, obligation or
<br />provision under the Agreement (including these
<br />Terms) that, by its nature, should survive termination
<br />or expiration of the Agreement (including these
<br />Terms), will survive any expiration or termination of
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