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6.E. - Page 12 of 13
<br />breach of this LICENSE AGREEMENT, shall be settled in arbitration to be held
<br />in Sacramento, California. The arbitration will be governed by the Commercial
<br />Arbitration Rules of the American Arbitration Association, and the parties shall
<br />be allowed discovery in accordance with the California Code of Civil Procedure.
<br />If SUN RIDGE and LICENSEE cannot jointly select a single arbitrator to
<br />determine the matter, one arbitrator shall be chosen by each of SUN RIDGE and
<br />LICENSEE (or, if a party fails to make a choice, by the American Arbitration
<br />Association on behalf of such party) and the two arbitrators so chosen will select
<br />one additional arbitrator. The decision of the single arbitrator jointly selected by
<br />SUN RIDGE and LICENSEE, or, if three arbitrators are selected, the decision of
<br />any two of them will be final and binding on the parties and the judgment of a
<br />court of competent jurisdiction may be entered on such decision. The prevailing
<br />party shall be entitled to recover reasonable fees and expenses resulting from
<br />any arbitration proceeding.
<br />12.3. SEVERABILITY. If any provision of this LICENSE AGREEMENT shall be held
<br />to be invalid, illegal, or unenforceable, such finding shall not affect the validity,
<br />legality, or enforceability of the remaining provisions.
<br />12.4. ASSIGNMENT. LICENSEE may not transfer, assign, or sublicense this
<br />LICENSE AGREEMENT, any license hereunder, or any of its rights or duties
<br />hereunder to any other person, firm or corporation without the prior written
<br />consent of SUN RIDGE. Any attempted transfer, assignment, or sublicense
<br />made without SUN RIDGE's prior written consent shall be completely void.
<br />12.5. NOTICE. Any notice requested or permitted to be given hereunder shall be sent
<br />prepaid, certified mail, return receipt requested, and shall be deemed to have
<br />been given when mailed to the other party as follows: to LICENSEE at: City of
<br />Redwood City 1017 Middlefield Road, Redwood City, CA 94063; to SUN RIDGE
<br />at 5050 Grazing Hill Road, Latrobe, California 95682, Facsimile No. (530) 672-
<br />2385. Notices may be given by facsimile transmission to such number as may
<br />be specified by the party for such purpose and shall be deemed to have been
<br />given when transmitted to such number with confirmation of a successful
<br />transmission.
<br />12.6. INDEPENDENT CONTRACTORS. The parties to this LICENSE AGREEMENT
<br />shall constitute independent contractors. Nothing in this LICENSE
<br />AGREEMENT shall be construed as establishing any employment, partnership,
<br />joint venture or similar arrangement between the parties, and no party has any
<br />authority to commit any other party to any obligation to any other person or entity,
<br />unless expressly agreed to in writing signed by such party.
<br />12.7. FORCE MAJEURE. SUN RIDGE shall not be responsible for interruption of,
<br />interference with, diminution of, or suspension of any of its products or services,
<br />including performance failure, which are caused by strike, lockout, riot,
<br />epidemics, war, government regulation, fire, flood, natural disaster, acts of God,
<br />utility failures, losses or injuries arising directly or indirectly from criminal acts,
<br />negligent acts of others, malfunctions or inadequacies of equipment or service
<br />not directly within the control of SUN RIDGE.
<br />REV: 09-09-19 EI
<br />ATTY/AGR.2019.235/Sun Ridge Systems (Page 9 of 10)
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