HomeMy WebLinkAboutCDCRes2018.06.09ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.�O/�-- 06"G9 (6-06)
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING AN AGREEMENT AND THE EXPENDITURE OF
FUNDS FOR GIS PLANNING TO PROVIDE ZOOMPROSPECTOR ENTERPRISE
LOCAL EDITION LICENSE.
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds for GIS Planning to provide ZoomProspector Enterprise Local Edition
License making available an online real estate inventory with a sites and buildings
database, mapping, business data and demographic data.
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
DEVELOPMENT CORPORATION, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2_ Approval of Funding
The CDC hereby authorizes the Chief Administrative Officer to charge the CDC's
contract services line item in an amount not to exceed $3,240.00 in the Fiscal Year
2018-2019 for a Zoom Prospector Enterprise Local Edition License.
PASSED AND APPROVED by the Anna Community Development Corporation this 7t"
day of June, 2018.
APPROVED: ATTEST:
CDC President CDC Secretary
CDC OF ANNA, TEXAS RESOLUTION NO�M'-06 V `, C60c� PAGE 1 OF 1
Exhibit A
GIS PLANNING LICENSE AGREEMENT (HOSTED SOFTWARE) — TERM SHEET
GIS GIS Planning Inc. with its main place of business as One Hallidie Plaza, Suite 760, San Francisco CA 94102
�LIENT Anna Community Development Corporation with its main place of business as 312 N Powell Parkway, Anna, TX 75409
.-$UkVICE- _
S� rvice ZoomPros ector Local Edition i p License with Googie Maps (see Exhibit A for description)
Service Elements Sites and Buildings Database
Demographic Ma in and
Mapping Reports to 60 miles
Business Data
Demographic Data
Geographic Scope The geographic scope of the Software will { p cover the geographic boundaries of City of Anna, Texas, a community with no
more than 50,000 people.
FEES I -
Initial Fees $3,240.00 invoiced as follows:
50% on the Agreement Date.
j 50% thirty days after Client approval of Client Site (see 3.4 below).
Renewal, Fees $3,240.00, invoiced on each anniversary of the Agreement Date.
OTHER- �
Agreement'Date The date that this Agreement has been signed by both parties.
Initial Term One year from the Agreement Date.
Target Go -Live Date 60 days after the Agreement Date.
Relationship Managers GIS: Jeff Suneson, Director of Client Services, 916-833-8894, jsuneson@gisplanning.com
lannin .cam
Client: Ashley Stalhatos, Economic Development Manager, 214-831-56391, astathatos ai7annatexas,gov
SPECIAL
CONDITIONS (if -applicable) -
In the case of conflict or ambiguity between any provision contained in the Term Sheet and any provision contained in the Terms and Conditions
attached, the provisions in this Term Sheet will take precedence. Client acknowledges that it has read and agrees to be bound by this Agreement
(which includes this �erm Sheet and the attached Terms and Conditions). The parties agree that the Agreement will become legally binding when
signed on behalf of both parties. _
� 8
Signed by:........r.............
GIS Planning
Name: jV0%l 9 0 A Z�
Position: Cti..
Date: e{ �! /20 / a
Signed by:
AnnaCommupity evelo ent C rpor 'on
Name: fd
Cbcq
Position: C 1q, 1c
Date:
TERMS AND CONDiTIONS
I DEFINMONS
1.1 These Terms and Conditions together with the Term Sheet
(incorporated herein for all purposes as if set forth in full) form a
legally binding agreement between the parties (the "Agreement").
in this Agreemen' t, words and phrases have the meaning given to
them in the Term Sheet and this Clause 1:
"Administratio ' Interface" means the interface provided for the
Client to mana the Client g. C ent Site.
"Administrator Login" means any Login giving the user
administration- �vel privileges to the Client Site.
"Client Site" rieans a web -based application providing the
functlonality se� out in the Documentation, including such Client
Site as updated by GIS from time to time in accordance with this
Agreement. ,
"Custom Domain" means any domain used for the Client Site
other than the Pri incipal Domain.
"Documentatiool-9 means the documentation for the Client Site as
made available oy GIS to the Client.
"Fees" means tho fees payable by Client to GIS, Including the Initial
Fees and Renewal Fees.
"Go -Live Date" has the meaning given to it in clause 3.4.
"Hosting Services" means the hosting, maintenance and making
available of the Client Site (including the Administration Interface)
by GIS.
"Integration Services" means the installation and integration
services provided by GIS to prepare the Client Site.
"iPRs" means patents, utility models rights to inventions p ty g ,
copyright and related rights, trademarks and service marks, trade
names and domain names, rights in get-up, goodwill and the right
to sue for passing off or unfair competition, rights in designs, rights
in computer software, database rights, rights to preserve the
confidentiality of information (including know-how and trade
secrets) and any!, other intellectual property rights, including all
applications for (and rights to apply for and be granted), renewals
or extensions of, and rights to claim priority from, such rights and
all similar or equWalent rights or forms of protection which subsist
or will subsist, now or in the future, in any part of the world.
1
"Login" means the unique access credentials (user name and
password or as ' herwise specified by GIS from time to time) for
each User.
"Marks" means all trademarks, service marks, trade names, logos
and other branding (whether registered or not) used In commerce
by of GIS or its licensors.
i
"Principal Dotmgln" means the principal domain (being a
subdomain of the zoomprospector.com domain) at which GiS
hosts the Client Site.
"Renewal Term" has the meaning given to it in clause 12.1.
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"Services" meansall services provided by GIS under this
Agreement, lnclu�ing the Integration Services and the Hosting
Services.
"Software" means GIS's proprietary software which forms the
basis for the Client Site.
"Third Party Data" means data sourced by GiS from a third party
and incorporated into or made available. through the Client Site:
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4142 2887-6810. v. 6
"User" means each user with a non-Adminstrator Login for the
Client Site.
1.2 The headings in this Agreement do not affect its interpretation.
Unless the context otherwise requires words importing the
singular will include the plural and vice versa; the words "include"
and `including" will be construed as without limitation; and any
reference to any legislative provision will be deemed to include
any subsequent re-enactment or amending provision. This
Agreement negates and takes precedence over any Client terms
and conditions.
2 SERVICE DELIVERY
Subject to Client's compliance with the terms of this Agreement
including but not limited to clause 5.4.. GIS will:
(a) with effect from the Agreement Date, provide the Integration
Services; and
(b) with effect from the Go -Live Date, provide the Hosting
Services,
in each case subject to and in accordance with the terms of this
Agreement.
3 INTEGRATION SERVICES
3.1 GIS will carry out the Integration Services to prepare the Client Site
for launch.
3.2 Once the Client Site is ready for the Client's review, GIS will notify
the Client, giving instructions on how the Client Site can be
accessed for approval by the Client.
3.3 The Client will not unreasonably withhold or delay approval of the
Client Site. if the Client reasonably considers that the Client Site
fails to meet the requirements of this Agreement then the Client
will notify GiS, giving full details, and the Client and GIS will
cooperate in good faith to resolve the issues raised by the Client.
3.4 Once the Client has approved the Client Site, the Client will specify
when it wishes the Client Site to become publicly available, to be
not less than seven days after the Client's approval (or such
shorter period as GIS may agree). The date when the Client Site
becomes publicly available is the "Go -Live Date.
3.5 The Client acknowledges that any Target Go -Live Date set out in
the Term Sheet is an estimate. GIS will use reasonable endeavors
to ensure that the Go -Live Date is no later than the Target Go -Live
Date, but the Client acknowledges that this Is dependent upon the
Client meeting its own obligations under this Agreement and may
be affected by factors beyond GIS's control. GIS is under no
obligation to make the Client Site publicly available until it has
received payment in full of the Initial Fees.
4 HOSTING SERVICES
4.1. Beginning on the Go -Live Date, GIS will make the Client Site
publicly available at the Principal Domain.
4.2 GIS will use commercially reasonable efforts to make the Client
Site available and online for at least 99% of each calendar month.
Client agrees and understands that the following will not be taken
into account when measuring GIS's performance against that
target: (a) routine scheduled maintenance by GIS or its internet
provider or hosting facility; and (b) loss of connectivity by Client to
the Client Site due to reasons which are beyond GIS's control, such
as problems with Client's own network and/or computers or with
any internet infrastructure.
4.3 Where Client a d GIS agree to use of a Custom Domain then the
Custom Domain will map to the Principal Domain, so that end
users of the Client Site access the Client Site at the Custom Domain
and the Principal Domain redirects to the Custom Domain.
4.4 Any Custom Domain is subject to GIS's approval (not to be
unreasonably�rithheld an rn i •
_ � } d must not {a} be misleading, (b)
knowingly infri ge the IPRs of any third party; or (c) incorporate
any of the Mar . Except as agreed in writing by GIS, any Custom
Domain will be 1registered in the name of GIS and belong to GIS.
Any change to t e Custom Domain after the Go -Live Date may be
subject to additional charges at GIS's standard rates.
{
5 PROVISION OF THE SERVICES
i
5.1 GIS will retain the sole and exclusive right to control and direct the
manner or mea . s by which the Services are performed, and may
employ or subs ntract others with respect to such services. GIS is
an independent contractor having no employer -employee
relationship with Client. GIS and Client are not engaging in a joint
venture.
5.2 Nothing in this Agreement entitles Client to actual possession of
the Software or, of the Client Site; use of the Software and the
Client Site is provided on an application services basis only.
5.3 Any changes or additions to the Services required by Client must
be agreed uponin writing by the parties and subject to payment
of any agreed additional fees and expenses.
5.4 Client will cooperate with GIS and provide such assistance as GIS
may reasonably request in relation to the services to be provided
to Client under this Agreement, including but not limited to efforts
to obtain all necessary third party consents and approvals.
6 USERS
6.1 GiS will issue one (1) Administrator Login to the Client (or as
otherwise agreed by GIS).
6.2 Client acknowledges that any Administrator Login gives the user
full access to the Client Site and the Administration Interface,
including the ability to add or delete Client Content without
restriction and to add or delete Users or Logins.
6.3 The Administration Interface gives the Client the ability to create
further Logins for the Users. Each Login will have varying privileges
and access rights as specified in the Documentation. Client is
responsible for all activity that takes place under each Login, and
it is Client's responsibility to ensure that each Login is kept secure
and not shared by more than one Individual.
6.4 Each User may bye required to agree to GIS's individual user terms
and privacy poll , attached hereto as Exhibit B in order to access
h Client i � . . the C ie t Site Using their Login. Amendments by GIS to the
individual user terms or privacy policy may be made without
modification of this Agreement, so long as they do not interfere
with Client's use 6fthe Services provided under this Agreement. In
the event GIS amends the policies set forth in Exhibit B which
materially affect,'Client's use of the Services without reasonable
advance notice to Client and Client's written consent thereto, then
Client may terminate this Agreement without any penalty. If there
is any conflict between the GIS individual user terms and/or
privacy policy and this Agreement, the terms of this Agreement
shall have cantralling effect.
7 CLIENT CONTENT
7.1 Client is solely responsible for any Client Content uploaded to or
otherwise made` available through the Client Site. Client must
ensure that all Users are made aware of the terms on which Client
4142 2887- 6810. v_ 6
Content is uploaded and used, including the licenses granted to
GIS under this clause 7.
7.2 Client (or the User uploading the Client Content, as applicable)
retains ownership of and responsibility for all Client Content.
7.3 Client grants (and will ensure that all Users who upload Client
Content grant) to GIS for the term of this Agreement a worldwide,
non-exclusive, royalty -free license to copy, distribute, make
available, modify, perform and otherwise use Client Content for
the purposes of:
(a) providing the Services; and
(b) making Client Content available through other
ZoomProspector sites managed or provided by GIS.
7.4 The Client must (and must reasonably ensure that all Users) only
submit Client Content which they have the right to upload and
make available through the Client Site.
7.5 GIS has no obligation to monitor or moderate Client Content, but
GIS has the right to remove any Client Content that GiS considers
(in its sole discretion) to violate the terms of this Agreement or to
expose GIS or its other clients or users to any legal liability or
unacceptable commercial or reputational risk.
8 GIS INTELLECTUAL PROPERTY
8.1 Client acknowledges that all iPRs in the Services and the Software
belong and will belong to GIS or the relevant third -party owners
(as the case may be), and Client has no rights in or to the Software
other than the right to make use of the Client Site as hosted by GIS
under this Agreement.
8.2 Client will not (and will not knowingly permit any third party to):
(a) copy, adapt, reverse engineer, decompile, disassemble,
modify, adapt or make error corrections to the Software in
whole or in part; or
(b) make any use of the Services or access the Client Site for the
purpose of creating a competing service or any site, service
or application that fulfils a similar purpose to any of the
Services or the Software.
8.3 Client acknowledges and agrees that: (a) all use of GIS's Marks
under this Agreement inures to the benefit of GIS; (b) GIS's Marks
will remain the exclusive property of GiS; (c) nothing in this
Agreement will confer upon Client any right of ownership in GIS's
Marks; and (d) Client will not now or in the future contest the
validity of GIS's Marks or take any action impairing the rights of GIS
in its Marks.
9 WARRANTIES
9.1 Each party warrants and represents to the other that It has the full
power and authority to enter into this Agreement.
9.2 GIS will use reasonable commercial endeavors to provide the
Services in a professional and workmanlike manner.
9.3 GIS undertakes at its own expense to defend Client or, at its
option, settle any claim or action brought against Client alleging
that the Client's receipt or use of the Services in accordance with
the terms of this license infringes the US or UK Intellectual
Property Rights of a third party ("Claim") and will be responsible
for any reasonable losses, damages, costs (including legal fees) and
expenses incurred by or awarded against Client as a result of or in
connection with any such Claim. For the avoidance of doubt, this
clause will not apply where the Claim in question is attributable to
(a) Client Content, or (b) use of the Services other than in
i
accordance wit the terms of this Agreement This will be Client's
exclusive reme�y and GIS's only liability in respect of Claims and
for the avoidance of doubt is subject to clause 10.6.
9.4 If any third party makes a Claim, or notifies an intention to make a
Claim against i Client, GIS's obligations under clause 9.2 are
conditional on Client: (a) as soon as reasonably practicable, giving
written notice bf the Claim to GIS, specifying the nature of the
Claim in reasonable detall;(b) not making any admission of liability,
agreement or mpromise in relation to the Claim without the
prior written co isent of GIS (such consent not to be unreasonably
conditioned, withheld or delayed); (c) Client shall not
unreasonably withhold from GIS and its professional advisers
access at reasonable times (on reasonable prior notice) to its
premises and I its officers, directors, employees, agents,
representatives f or advisers, and to any relevant assets, accounts,
documents and records within the power or control of Client, so
as to enable GiS and its professional advisers to examine them and
to take copies (ot GIS's expense) for the purpose of assessing the
Claim; and (d) sdbjeet to GIS providing security to Client to Client's
reasonable satisfaction againstany claim, liability, costs, expenses,
damages or fosses which may be incurred, taking such action as
GIS may reasonably request to avoid, dispute, compromise or
defend the Claim.
9.5 if any Claim is made, or in GIS's reasonable opinion is likely to be
made, against Client.. GIS may at its sole option and expense:
(a) procure for Client the right to continue to use the Services (or
any part of them) in accordance with the terms of this license;
(b) modify the Services so that they cease to be infringing; or
(c) terminate this Agreement immediately by notice in writing to
Client and refund a pro rats proportion of the Fees paid by Client
in respect of Services not yet provided as of the date of
termination.
10 UABIUTY
10.11t is hereby agreed that except as expressly set out in this
Agreement and to the extent permissible by law, all warranties,
conditions, representations, terms or undertakings, express or
implied, statutory or otherwise are hereby excluded.
10.2 without limitation to clause 10.1, Client acknowledges and agrees
that Third Party; Data comes from a variety of sources and is
provided on an ;"as is" basis. GIS makes no representation or
warranty concerning the accuracy or completeness of any Third
Party Data, or o� the suitability of that Third Party Data for the
needs of the Client or any end -users. Any projections, opinions,
assumptions or estimates used are for example only and do not
represent the current or future performance of any business.
f
10.3 Client acknowledges and agrees that neither GIS nor its partners
who have been involved in the creation, production or delivery of
the Client Site will be liable for: (a) any indirect, consequential,
incidental or special loss or damages whatsoever or (b) for any loss
of profits, revenues, income or goodwill or loss of data or
anticipated savings arising from this Agreement, in each case
whether reasonably foreseeable or actually foreseen and
regardless of the 6use of action.
1
10.4 GiS will not have iany liability to Client to the extent such liability
arises as a result of a breach of this Agreement by Client.
10.5 GIS does not exclude or limits its liability for death or personal
injury caused by its negligence, for fraud or for fraudulent
misrepresentation or for any liability which cannot be excluded or
limited by law.
4142-2887-6810, v. 6
10.6 Without prejudice to GIS's right to payment of Fees owing and
subject to clause 10.5, the aggregate liability of GIS for any breach
of this Agreement or any representation, statement, negligent act
or omission arising under or in connection with this Agreement will
be limited to direct damages which in no event will exceed 150%
the aggregate amount of the Fees paid or (if greater) payable by
Client to GIS under this Agreement.
11 PAYMENT
11.1 Client will pay the Fees as set out in the Term Sheet. If no payment
term is specified on the invoice, Client will pay the Fees within 30
days of the date of the GiS invoice. Failure to pay undisputed Fees
within 60 days will constitute a material breach of this Agreement.
Client will bear any additional costs arising from Client's failure to
comply with its obligations under this Agreement. Any additional
Services provided by GIS that are not set out in the Term Sheet will
be subject to additional Fees, to be agreed between GIS and Client.
11.2 The Fees and all other charges are exclusive of value added tax
(VAT) or any other sales or similar taxes which are or may be
applicable. The Fee will be paid to GIS in full without deduction of
any taxes, withholding taxes, charges and other applicable duties
which may be imposed. If Client is required by law to make a set-
off, deduction or withholding then it will pay such additional
amountto ensure that the net amount received by GIS is equal to
the amount GIS would have been entitled to receive under this
Agreement in the absence of any requirement to make such set-
off, deduction or withholding. Client will provide GIS with a valid
tax certificate evidencing such amount withheld within 30 days of
such set-off, deduction or withholding.
11.3 If any sum payable under this Agreement is not paid within 7 days
of the due date then (without prejudice to GIS's other rights and
remedies) GIS reserves the right to: a) charge interest on such sum
on a day-to-day basis from the due date to the date of payment
(both dates inclusive) at the rate of 4 per cent above the base rate
of Barclays Bank Pic from time to time in force; and b) suspend the
provision of the Services.
12 TERRA AND TERMINATiON
12.1 This Agreement will commence on the Agreement Date and will
continue in force for the Initial Term. It will then renew
automatically for further periods of one year (each a "Renewal
Term") unless terminated by either party giving not less than 30
days' notice in writing, to expire on the last day of an Initial Term
or Renewal Term.
12.2 Either party may terminate this Agreement if: (a) the other party
is in material or persistent breach of any of the terms of this
Agreement and in the case of a breach capable of remedy having
been notified of any such breach has failed to remedy the same
within 14 days following receipt of the notice; or (b) the other
party is dissolved or ceases to carry on its business or has a
liquidator, receiver or administrative receiver appointed to it or
over any part of its undertaking or assets or passes a resolution for
its winding up or a court of competent jurisdiction will make an
administration order or liquidation order or similar order, or will
enter into any voluntary arrangement with its creditors, or will be
unable to pay its debts as they fall due or any analogous event
occurs to the other party in any jurisdiction.
12.3 GIS may terminate this Agreement with immediate effect if Client
(or any of its shareholders or directors or equivalent) becomes
subject to any Sanction, or continuation of the Agreement would
(in the reasonable opinion of FT) expose FT or any of its affiliated
companies to any Sanction, where "Sanction" means any sanction,
prohibition or restriction under United Nations resolutions or the
4
trade or econo' is sanctions, laws or regulations of the European
Union, United Kingdom.. Hong Kong or United States of America.
12.4.On termination for any reason all rights granted to Client under
this Agreementilwill cease and Client will either immediately return
to GIS or delefi�%destroy (as appropriate), GIS s prop
rietary and
confidential inf I rmation, including software, if any, and all copies
and documentai on of the foregoing, along with a signed written
statement certifying Client's compliance with this clause 12.4.
12.5 Any provision o I this agreement which expressly or by implication
is intended to come into or continue in force on or after
termination oft is agreement will remain in full force and effect.
12.6 Any termination of this Agreement is without prejudice to any
other rights or emedies a party may be entitled to under this
Agreement or at law and will not affect any accrued rights or
liabilities of either party. Termination of this Agreement will not
relieve Client of its obligation to pay GIS any outstanding Fees.
13 CONRDENTIALIV AND RECORDS
13.1 Except as expreIC0rifidential
sly permitted under this Agreement, each party
agrees to keep (both before, during and after the
Term) the terms) of this Agreement and all information, whether
written or oral, (concerning the business or affairs of the other
(including information relating to the personal information of
Users, other part Y s customers or suppliers, financial information,
projections, technology, product ideas, marketing plans or
business plans) tiat it has received or obtained from the other or
may receive or Obtain from the other and will not use the same
without the prior written consent of the disclosing party for any
purpose except as expressly permitted under this Agreement. This
obligation will nOt apply to information which is in the public
domain (other than as a result of a breach of any confidentiality
obligation) or in, the case of any disclosure required by law
provided that Clint will use all reasonable endeavors and act in
good faith to consult with GIS wherever practicable before
disclosing such information.
13.2 Each a re I
party ag es not to make any announcement regarding this
Agreement or thg activities associated with it without the prior
written consent of the other party, save that GIS may include the
Client name and logo on Its websites and in any list of clients or
marketing materials issued by GIS and describe the project and the
Services providedby GIS to Client.
13.3 GIS shall not sell r transfer information supplied by Client to any
third party who assistance is not essential to the provision of
GWs services to Client under this Agreement. Upon termination of
this Agreement, nd subject to any duty of GIS to preserve
information relat ng to a pending dispute.. GIS shah destroy all
personally identifiable information relating to Client and/or
Client's Users unl�ss said information is reasonably necessary for
administration of he winding up of this Agreement.
13.4 Client shall not hate any right of access to any information in the
Custody of GIS, or which is not accessible through Client's use of
its Administrator Interface, unless expressly provided for or
necessary for the Client's full exercise of an express right provided
by this Agreement[
14 FORCE MAJEURE
With the exceptioi of Client's obligation to pay the Fees, neither
party will be liable for any failure to perform its obligations under
this Agreement if -uch performance is hindered or prevented b
4142 2887-681 o, v. 6
any matter beyond the reasonable control of the party whose
performance is hindered or prevented (including without
limitation by reason of any failure, interruption, or degradation of
any third party telecommunications network or system or
hardware or the Internet or any part of it) (a Force Majeure
Event"). If a Force Majeure Event continues for more than one
month then either party may immediately terminate this
Agreement on written notice to the other (provided that the Force
Majeure Event is stilt Continuing on the date of that notice).
15 GENERAL
15.1 This Agreement does not confer any exclusive rights to Client.
15.2 No provision of this Agreement may be amended, modified,
discharged or terminated other than by the express written
agreement of the parties.
15.3 No failure or delay by either party in exercising any right, power or
privilege under this Agreement will operate as a waiver thereof
nor will any single or partial exercise by either party of any right,
power or privilege preclude any further exercise thereof or the
exercise of any other right, power or privilege.
15.4 Any notice, consent or other communication required to be given
hereunder will be made in writing to the Relationship Manager at
the address set out on the Term Sheet (and when given by Client
also copied to GIS`s General Counsel at The Financial Times,
Number One Southwark Bridge, London SE1 9HLj and will be
delivered by hand, courier or recorded delivery to the other party.
15.5 Nothing in this Agreement will be deemed to create a partnership,
agency or joint venture between the parties.
15.6 This Agreement constitutes the entire agreement between the
parties as to the subject matter hereof and supersedes all previous
communications, representations and arrangements, either
written or oral, and each party hereby acknowledges that no
reliance is placed on any representation made by the other party
before the Agreement Date but not embodied in this Agreement.
Notwithstanding any conflicting provisions in GIVs Individual user
terms and/or privacy policy, the provisions of this Agreement shall
have controlling effect over the subject matter of this Agreement.
15.7if any provisions of this Agreement will be held illegal or
unenforceable by a court of competent jurisdiction then such
provisions will be severed and the remainder of this Agreement
will remain in full force and effect unless the business purpose of
this Agreement is substantially frustrated thereby in which case
this Agreement will automatically terminate.
15.8 This Agreement may not be assigned, licensed, sub -licensed or
otherwise transferred by Client without the prior written consent
of GIS. Any successor(s) in interest to GIS shall be bound to its
terms as if it were an original signatory of this Agreement, and
shall stand in GIVs stead for all purposes.
15.9 Anyone who is not a direct party to this Agreement will not have
any rights to enforce its terms or bring suit against either party for
any failure to perform. The rights of the parties to terminate,
rescind or agree any variation, waiver or settlement under this
agreement are not subject to the consent of any other person.
16 NO WAIVER
No provision of this Agreement shall be construed to constitute any
waiver of any defense which maybe available to either party including
but not limited to defenses arising or derived from sovereign immunity)