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• <br /> • 6. TERM AND TERMINATION <br /> 6.1. Term of Agreement.This Agreement commences on the full execution of the Agreement <br /> (date of last signature)and terminates upon the termination or expiration of the Hawaii DOT <br /> Agreement. <br />• During the term of this Agreement,the State of Hawaii,Department of Transportation will <br /> make available to You a file of Your Data in their native format. <br /> 6.2. Surviving Provisions.The termination or expiration of this Agreement for any reason shall <br /> not affect a party's rights or obligations that expressly or by their nature continue and survive <br /> (including,without limitation,the provisions concerning ownership and limitation of liability). <br /> 7. GOVERNING LAW AND JURISDICTION <br /> 7.1. Agreement to Governing Law and Jurisdiction.This Agreement and all matters arising out of <br /> or relating to this Agreement,shall be governed by the laws of the State of Hawaii without <br /> reference to any conflict of laws principles that would require the application of the laws of any <br /> other jurisdiction,and both parties consent to the exclusive jurisdiction of the state and federal <br /> courts located in the State of Hawaii with respect to any legal proceeding arising out of or related <br /> to this Agreement. <br /> 8. GENERAL PROVISIONS <br /> 8.1. Waiver. No failure or delay by either party in exercising any right under this Agreement <br /> shall constitute a waiver of that right. <br /> 8.2. Severability. If any provision of this Agreement is held by a court of competent <br /> jurisdiction to be contrary to law,the provision shall be modified by the court and interpreted <br /> so as best to accomplish the objectives of the original provision to the fullest extent permitted <br /> by law,and the remaining provisions of this Agreement shall remain in effect. <br /> 8.3. Assignment.We will not assign any of the rights or obligations hereunder,whether by <br /> operation of law or otherwise,without the prior written consent of You (not to be unreasonably <br /> • withheld). This Agreement shall bind and inure to the benefit of the parties,their respective <br /> successors and permitted assigns. <br /> IN WITNESS WHEREOF,the parties have executed this Agreement on the dates shown below. <br /> APPROVED BY: RECOMMEND APPROVAL BY COUNTY: <br /> CITILABS,INC. County of Hawaii <br /> Department of Planning <br /> "USER" <br /> .13Xji <br /> -11 ur Leung By: Michael Yee <br /> Title: Chief Financial Officer Title: Director . <br /> Date: 3\tl1 p` Date: <br /> 1 <br />