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8. COVENANT NOT-TO-HIRE Each party agrees not to hire or attempt to hire employees of the other party during the term and for a period of one (1)year after the term(including any renewal term)of this Agreement,without the express written consent of the other party. In the event of a breach of this covenant,the aggrieved party shall be entitled to recover as liquidated damages and not as a penalty an amount equal to the employee's last year's salary. 9. TERMINATION (a)If either party is in default of its obligations under this Agreement and such default continues for thirty(30)days after written notice is given by the party not in default,such nondefaulting party may(in addition to all other rights and remedies provided in this Agreement or by law)terminate this Agreement. (b)Notwithstanding(a)above,if either party becomes insolvent,enters voluntary or involuntary bankruptcy, or takes any measures generally designed for the relief of debtors,then the other party may(in addition to all other rights and remedies provided in this Agreement or by law)terminate this Agreement immediately without notice. (c)Upon termination,cancellation,or expiration of this Agreement,each party shall promptly return to the other party all papers,materials,and properties of the other held by such party. 10. ASSIGNMENT Customer may not transfer or assign this Agreement to any third party without the express prior written consent of NEC. NEC may assign this contract to any parent company,subsidiary,or affiliate of NEC,or in connection with the sale of substantially all of the assets of NEC,without Customer's consent. 11. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California. 12. NOTICES All notices required or permitted to be given under this Agreement shall be in writing and sent to each party at the address indicated below by certified U.S.mail or other delivery service providing the sender a signature upon receipt. Such notice shall be effective upon receipt. CUSTOMER: NEC BUSINESS COMMUNICATION Address: SYSTEMS(WEST),INC. Address: Facsimile: Facsimile: Attention: Attention: 13. NON-WAIVER The waiver by either party of any default or any obligation will not operate as a waiver of any subsequent default or excuse any future obligation. 14. COSTS Customer will pay all of NEC's costs and expenses,including reasonable attorney's and collection fees,incurred in enforcing this Agreement. 15. ENTIRE AGREEMENT This Agreement,when executed by NEC and Customer and approved by NEC,constitutes the entire agreement between NEC and Customer with regard to Customer's service and maintenance by NEC. Any alterations or modi- fications to this Agreement must be in writing,and must be executed by both an officer of NEC and the Customer. ANY ALTERATIONS OR MODIFICATIONS TO THIS AGREEMENT,UNLESS MADE IN ACCORDANCE WITH THE ABOVE,SHALL BE VOID AND OF NO EFFECT.