copies of the Software and Documentation in any form (including partial copies)
have been destroyed or returned to Licensor.
8.5. Effect of Termination. If this Agreement is terminated for any reason, then
all rights granted hereunder to Licensee shall terminate. The provisions of
Sections 1 (Definitions), 2.3 (License Restrictions), 2.4 (Export, Import and
Government Restrictions), 2.5 (Ownership by Licensor), 2.7 (Third Party
Software), 3 (Data), 4 (Payment), 5.4 (Exclusions), 5.5 (Warranty Disclaimer), 6
(Indemnification), 7 (Limitation of Liability), 8 (Term and Termination) and 9
(Miscellaneous) shall survive any termination or expiration of this Agreement.
9. Miscellaneous.
9.1. Relationship of Parties. The parties to this Agreement are independent
contractors and this Agreement shall not establish any relationship of partnership,
joint venture, employment, franchise, or agency between the parties. Neither
party shall have the power to bind the other or incur obligations on the other’s
behalf without the other’s prior written consent.
9.2. Assignment. Licensee shall not have the right to assign, transfer or
delegate this Agreement, in whole or in part, without Licensor’s prior written
consent and any attempt thereto shall be null and void.
9.3. Force Majeure. Nonperformance of any party (other than with respect to
payment obligations) shall be excused to the extent that performance is rendered
impossible by strike, fire, earthquake, flood, governmental acts or orders or
restrictions, failure of suppliers or any other reason where failure to perform is
beyond the reasonable control of the nonperforming party.
9.4. Federal Acquisition. This provision applies to all acquisitions of the
Software by or for the Federal Government, whether by any prime contractor or
subcontractor (at any tier) and whether under any procurement contract, grant,
cooperative agreement, or other activity by or with the Federal Government. By
accepting delivery of the Software, the Government agrees that the Software
qualifies as “commercial items” as that term is defined at 48 C.F.R. 2.101 and
that the software and documentation delivered by Licensor consists of
“commercial computer software” and “commercial computer software
documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all Federal
Government end users acquire the software and documentation with only those
rights set forth herein. The terms and conditions of this Agreement shall pertain
to the Federal Government’s use and disclosure of the software, and shall
supersede any conflicting contractual terms or conditions. Disputes with the
Federal Government shall be subject to resolution pursuant to the Contract
Disputes Act of 1978, as amended. If this Agreement fails to meet the
Government’s needs or is inconsistent in any respect with Federal law, then the
Federal Government shall return the Software, unused, to Licensor.
9.5. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, USA, applicable to contracts