Map Server License Agreement

　　7.6 remedies cumulative. the rights and remedies provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or this agreement.

　　7.7 survival. the following provisions shall survive termination or expiration of this agreement: sections 1, 2.2(c), 3.1, 3.4, 4.1, 5, 6, 7, and 8.

　　8. general

　　8.1 entire agreement. this agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and terminates any and all prior agreements or contracts, oral or written, entered into between the parties relating to the subject matter hereof.

　　8.2 amendments. this agreement shall not be amended or otherwise modified except by a written agreement dated subsequent to the date of this agreement and signed on behalf of aaa and bbb by their respective duly authorized representatives.

　　8.3 governing law. this agreement shall be governed by and construed in accordance with the laws of the state of ________ (placename).

　　8.4 assignment. neither party may assign this agreement, or any portion thereof, to any third party unless the other party expressly consents to such assignment in writing, which consent may be given or withheld in the sole discretion of the applicable party whose consent is requested. for the purposes of this agreement, a merger, consolidation, or other corporate reorganization, or a transfer or sale of a controlling interest in a party's stock, or of all or substantially all of its assets shall be deemed to be an assignment.

　　8.5 notices. all notices in connection with this agreement shall be deemed given as of the day they are sent by electronic transmission, sent by facsimile or deposited with a commercial courier for delivery to other party at the following addresses:

　　aaa: aaa corporation

　　________ (address)

　　tel: _________

　　fax: _________

　　attention:____

　　with copy to:_

　　bbb: bbb, inc.

　　________ (address)

　　tel: _________

　　fax: _________

　　attention: ___

　　or to such other address and/or telex and facsimile number as the party to receive the notice or request so designates by written notice to the other.

　　8.6 no waiver. no waiver of any breach of any provision of this agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

　　8.7 savings clause. if any provision of this agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.