TO BE NEGOTIATED BY THE PARTIES IN GOOD FAITH.
NEITHER PARTY SHALL HAVE ANY OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT
SERVICES WITH RESPECT TO ENHANCEMENTS MADE BY THE OTHER PARTY.
(E)
TRAINING.
UPON REQUEST OF LICENSEE AND FOR A FEE TO BE NEGOTIATED
IN GOOD FAITH BETWEEN THE PARTIES, LICENSOR SHALL PROVIDE TRAINING SERVICES TO
DESIGNATED EMPLOYEE(S) OF LICENSEE WITH RESPECT TO INSTALLATION OR USE OF THE
SOFTWARE.
4.
TERM AND TERMINATION.
(A)
THE "TERM" OF THIS AGREEMENT SHALL COMMENCE AS OF THE CLOSING DATE
UNDER THE SPA (THE "EFFECTIVE DATE") AND SHALL CONTINUE IN PERPETUITY UNLESS
TERMINATED PURSUANT TO THIS SECTION 4.
(B)
TERMINATION BY LICENSOR.
(I)
LICENSE.
THE LICENSE GRANTED HEREUNDER MAY BE TERMINATED BY
LICENSOR IN THE EVENT OF A MATERIAL OR RECURRING BREACH BY LICENSEE OF ANY OF
THE TERMS OF THIS AGREEMENT, AND NOT FOR ANY OTHER REASON.
4
(II)
MAINTENANCE AND SUPPORT SERVICES.
LICENSOR SHALL PROVIDE THE
MAINTENANCE AND SUPPORT SERVICES DESCRIBED IN SECTION 3 FOR A PERIOD OF
TWENTY-FOUR (24) MONTHS.
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IN THE
CASE OF ANY LICENSED RESORT FOR WHICH LICENSEE IS USING A VERSION OF THE
SOFTWARE THAT LICENSEE MODIFIED WITHOUT LICENSOR'S APPROVAL, LICENSOR MAY
TERMINATE THE MAINTENANCE SERVICES DESCRIBED IN SECTION 3(A) AND THE SUPPORT
SERVICES WITH RESPECT TO SUCH LICENSED RESORT UPON WRITTEN NOTICE.
(C)
TERMINATION BY LICENSEE.
LICENSEE MAY TERMINATE THIS AGREEMENT,
INCLUDING THE LICENSE, AS TO ANY LICENSED RESORT AT ANY TIME UPON ONE HUNDRED
EIGHTY (180) DAYS WRITTEN NOTICE TO LICENSOR.
(D)
EFFECT OF TERMINATION.
ON OR BEFORE THIRTY (30) DAYS AFTER THE
TERMINATION OF THIS AGREEMENT AS IT RELATES TO ALL LICENSED RESORTS, LICENSEE
SHALL CEASE USE, AND DESTROY ALL COPIES, OF THE SOFTWARE.
UPON TERMINATION OF
THE MAINTENANCE AND SUPPORT SERVICES, LICENSOR SHALL HAVE NO OBLIGATION TO
PROVIDE ANY MAINTENANCE AND SUPPORT SERVICES OR TRAINING SERVICES.
IN THE EVENT
THAT THE PARTIES AGREE THAT LICENSOR SHALL PROVIDE ADDITIONAL MAINTENANCE AND
SUPPORT SERVICES OR TRAINING SERVICES AFTER THE INITIAL TWENTY-FOUR (24) MONTHS,
THE TERMS FOR SUCH SERVICES WILL BE NEGOTIATED IN GOOD FAITH BY THE PARTIES.
5.
REPRESENTATIONS AND WARRANTIES.
LICENSOR REPRESENTS AND WARRANTS
TO LICENSEE THAT IT HAS THE RIGHT TO GRANT THE LICENSE AS SET FORTH HEREIN.
LICENSOR COVENANTS THAT ALL MAINTENANCE AND SUPPORT SERVICES SHALL BE PROVIDED
AT A LEVEL OF PROFESSIONALISM AND COMPETENCE EQUAL TO THE LEVEL OF
PROFESSIONALISM AND COMPETENCE SUCH SERVICES WERE PROVIDED BY LICENSEE WITH
RESPECT TO THE SOFTWARE DURING THE SIX (6) MONTHS PRIOR TO THE EFFECTIVE DATE.
OTHER THAN AS SET FORTH ABOVE, THE SOFTWARE AND THE MAINTENANCE AND SUPPORT
SERVICES ARE PROVIDED "AS IS," AND LICENSOR MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR RELATED DOCUMENTATION, AND
THE MAINTENANCE AND SUPPORT SERVICES INCLUDING THEIR QUALITY, PERFORMANCE,
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND THE
MAINTENANCE AND SUPPORT SERVICES ARE WITH LICENSEE, AND LICENSOR PROVIDES NO
GUARANTEE THAT