Agmt10 Integrated Building Solutions, Inc.

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(a) It may lawfully grant any and all licenses for any software necessary to perform the work contracted by this Agreement. All license agreements and additional terms, including third party license agreements, granted by Consultant to City are attached as Exhibit C, and by reference incorporated into this Agreement. Where the terms of the attached license agreements and additional terms conflict with the terms of this Technical Services Consulting Agreement, this Agreement shall control. (b) Neither the licensed software, including all subsequent versions, updates, enhancements and/or releases, nor licensed materials, or the use thereof within the scope of the License, infringes a patent or copyright or is claimed to be a trade secret of any person or entity who has not consented to the granting of the License; (c) At the time of installation, and for so long thereafter as City pays maintenance fees hereunder, the software, including all subsequent versions, updates, enhancements and/or releases, will conform to applicable printed documentation (i.e., all reference manuals) delivered by Consultant to the City; (d) Neither the software, including all subsequent versions, updates, enhancements and/or releases, nor the licensed materials contain any virus, time bomb mechanism or other software or code that can disable or adversely affect any and all of the software or the licensed materials or destroy any data or other software. (13) Professional Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its employees, agents or subcontractors by federal or state law, Consultant warrants that such license has been obtained, is valid and in good standing, and Consultant shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. (14) Termination. In connection with the work to be performed by Consultant, City shall have the right to cancel or indefinitely suspend further work hereunder or terminate this Agreement upon thirty (30) days' written notice, and all work being performed under this Agreement shall immediately cease. In the event of a cancellation, termination, or suspension of this Agreement by City without cause or fault of Consultant, then City shall pay Consultant for products, services and expenses delivered or incurred prior to the date Consultant received the City's notice of termination. In the event of a cancellation, termination, or suspension of this Agreement by City for cause, payment for products, services, and expenses in dispute will be determined in accordance with a mutually acceptable dispute resolution process. (15) Notices. Notices required by this Agreement shall be personally delivered or mailed, postage prepaid, as follows: To Consultant: Name ATTY /AGR/2010.119 11/12/10 6