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REV: 04-18-2022 MI
<br />Arbitration Association before resorting to arbitration. Thereafter, any unresolved
<br />controversy or claim arising from or relating to this LICENSE AGREEMENT, or
<br />breach of this LICENSE AGREEMENT, shall be settled in arbitration to be held in
<br />Sacramento, California. The arbitration will be governed by the Commercial
<br />Arbitration Rules of the American Arbitration Association, and the parties shall be
<br />allowed discovery in accordance with the California Code of Civil Procedure. If
<br />SUN RIDGE and LICENSEE cannot jointly select a single arbitrator to determine
<br />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 />11.3. SEVERABILITY. If any provision of this LICENSE AGREEMENT shall be held to
<br />be invalid, illegal, or unenforceable, such finding shall not affect the validity,
<br />legality, or enforceability of the remaining provisions.
<br />11.4. 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 />11.5. INDEPENDENT CONTRACTORS. The parties to this LICENSE AGREEMENT
<br />shall constitute independent contractors. Nothing in this LICENSE AGREEMENT
<br />shall be construed as establishing any employment, partnership, joint venture or
<br />similar arrangement between the parties and no party has any authority to
<br />commit any other party to any obligation to any other person or entity, unless
<br />expressly agreed to in writing signed by such party.
<br />11.6. 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 />11.7. PUBLIC DISCLOSURE. SUN RIDGE acknowledges that LICENSEE is a public
<br />agency that is subject to the Brown Act (Gov. Code Section 54950 et seq.) and
<br />that this Agreement or portions thereof may be subject to public disclosure
<br />without notice to SUN RIDGE. Notwithstanding the foregoing, LICENSEE will use
<br />reasonable efforts to provide advance written notice to SUN RIDGE in the event
<br />LICENSEE anticipates that any such disclosure is likely. The disclosure of this
<br />LICENSE AGREEMENT or portions thereof by LICENSEE pursuant to the
<br />requirements of the Brown Act shall not be considered a breach of any section of
<br />this LICENSE AGREEMENT, including, without limitation, Sections 4.1.8 and 10.
<br />LICENSEE may use or disclose Confidential Information of SUN RIDGE or other
<br />ATTY/AGR.2022.090/Sun-ridge Systems, Inc. (Page 8 of 9)
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