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6.4 Costs and Expenses of Licensee Performance. Except as expressly provided herein or agreed in writing by Pictometry, Licensee will pay all costs and expenses incurred in the performance of Licensee's obligations under this Agreement. Except as expressly provided herein or agreed in writing by Licensee, Pictometry will pay all costs and expenses incurred in the performance of Pic tome try 's obligations under this Agreement. 6.5 Notification. Licensee and Subdivisions will: (a) notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products within ten days after Licensee or Subdivisions learns of the claim or proceeding; and (b) report promptly to Pictometry all claimed or suspected defects in any Licensed Product. 7. ASSIGNMENT 7.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by either party except as provided in Sections 7.2 and 7.3 below. 7.2 Assignment By Licensee. This Agreement will not be assignable by Licensee, and Licensee may not delegate its duties hereunder without the prior written consent of Pic tome try. Pictometry understands that the Licensee (County) will be responsible for payments required by this Agreement, and that the Licensee is not responsible, nor is the agent of, any Subdivision under this Agreement. 7.3 Assignment By Pictometry. Pictometry shall have the right to assign its rights to receive License Fees under this Agreement, but no such assignment shall affect Pictometry's obligations hereunder. In addition, Pictometry shall have the right to assign all its rights to any person or entity that has acquired substantially all the Pictometry assets used in with respect to the Licensed Products, provided the assignee has assumed all of Pictometry's obligations under this Agreement. Except as provided above in this Section 7.3, this Agreement will not be assignable by Pictometry. 8. DURATION AND TERMINATION OF LICENSE 8.1 Initial Term. The initial term of this Agreement shall commence upon the installation of substantially all of the Client Image Warehouse and shall expire, unless sooner terminated in accordance with Section 8.3, upon the second anniversary thereof. 8.2 Renewal. Effective as of that second anniversary, Pictometry will grant an extension of the Licensed Products to Licensee arid Subdivisions, only in accordance with the following: (I) If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Licensed Images with a value equal to or greater than that of the existing Licensed Images, then Pictometry will grant a Page 8 of 13 040516a