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TERMINATION AGREEMENT AND MUTUAL RELEASETERMINATION AGREEMENT AND MUTUAL RELEASE THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (the "Release"), dated and effective as of April 1, 2010 (the "Effective Time"), is entered into by and between the City of Clearwater, Florida ("Company") and The Active Network, Inc., a Delaware corporation ("Active"). RECITALS A. On or about May 21, 2005 the parties hereto entered into a Purchase Agreement, a Software License and Service Agreement and a RecWare Software Subscription Agreement (collectively the "Agreement"). B. The parties hereto desire to enter into this Release to terminate the Agreement and any other agreement entered into between them prior to the Effective Time (collectively, the "Prior Agreements") and release any claims they may have against one another in connection with the Prior Agreements. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the parties hereto agree as follows: 1. Termination. Upon receipt by Active of the Release Amount (as defined below), the Prior Agreements are hereby terminated and of no further force or effect and neither party shall have any further rights or obligations under the Prior Agreements. 2. Mutual Release. (a) Release by Active. Upon receipt and acceptance by Active of cash in the amount of six thousand three hundred twenty dollars and eighty seven cents ($6,320.87) (the "Release Amount") and in consideration of the mutual covenants and releases contained herein, Active forever releases, acquits and discharges Company, as well as, to the extent applicable, its respective officers, managers, employees, agents, administrators, and any parent, subsidiary or affiliated entity, past, present or future, from any and all claims, demands, costs, contracts liabilities, objections, actions and causes of action of every nature, whether in law or in equity, or known or unknown, or suspected or unsuspected, which Active ever had or now has or may claim to have against Company of any type, nature or description including, but not limited to, any such claims, demands, costs, contract liabilities, objections, actions and causes of action which in any way arise out of, are related to, or are connected with the Prior Agreements. (b) Release by Company. Upon receipt and acceptance by Active of the Release Amount and in consideration of the mutual covenants and releases contained herein, Company forever releases, acquits and discharges Active, as well as, to the extent applicable, its respective officers, managers, employees, agents, administrators, and any parent, subsidiary or affiliated entity, past, present or future, from any and all claims, demands, costs, contracts liabilities, objections, actions and causes of action of every nature, whether in law or in equity, or known or unknown, or suspected or unsuspected, which Company ever had or now has or may claim to have against Active of any type, nature or description including, but not limited to, any such claims, demands, costs, DOCSOC\903956v 1 \ 16703.0000 contract liabilities, objections, actions and causes of action which in any way arise out of, are related to, or are connected with the Agreement. 2. Waiver. Company and Active expressly waive and relinquish any and all rights which they may have under the provisions of Section 1542 of the Civil Code of the State of California, which Section reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 3. Representations and Warranties. (a) The parties hereto represent and warrant that no promise or inducement has been offered or trade for this Release except as set forth herein, that this Release is executed without reliance on any statements or any representations not contained herein and this Release reflects the entire agreement among the parties. (b) The parties hereto represent and warrant that they will use their best efforts and good faith in carrying out all the terms of this Release. (c) The parties hereto represent and warrant to each other that they have not assigned or transferred to any person, firm, association, corporation or other entity, any claim or cause of action arising out of or in connection with any matter, fact, claim or cause of action existing between them as of the date hereof. (d) The parties hereto represent and warrant to each other that this Release has been duly executed by them and no further action, approvals or consents are necessary on their part or on the part of any governmental agency or otherwise to make this Release valid and binding upon them in accordance with its terms or to enable them to perform this Release and their obligations hereunder. (e) The representations and warranties set forth in this Release shall survive the date of this Release_ 4. Non-Disparagement. The parties hereto agree that they will refrain from making any representation, statement, comment or any other form of communication (hereinafter collectively referred to as a "representation"), whether written or oral, to any person or entity, including but not limited to the principals, customers, suppliers and competitors of the other, which representation reflects any opinion, judgment, observation or representation of fact, which has the effect or tendency or could have the effect or tendency to disparage, denigrate, criticize or otherwise reflect negatively on the other and/or its products, services, officers, directors, shareholders, employees or investors. DOCSOC\903956v 1 \ 16703.0000 5. Covenant Not to Sue. Each party to this Release, on behalf of itself, its beneficiaries, executors, administrators, assigns and successors, agrees and promises not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings against the other party and/or the other party's affiliates with respect to any matter arising at any time out of or relating to the Prior Agreements. 6. Miscellaneous. (a) Successors. This Release shall be binding on and inure to the benefit of the parties and their respective representatives, assigns, and successors. (b) Counterparts . This Release may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. (c) Applicable Law, Venue. The validity, construction and performance of this Release shall be subject to and controlled by the laws of the State of California. Any action, suit or other proceeding instituted to remedy, prevent or obtain relief from a breach of this Release, arising out of a breach of this Release, involving claims within the scope of this Release, or pertaining to a declaration of rights under this Release, shall be instituted and maintained only in San Diego County, California. (d) Severability. If any provision of this Release is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Release as a whole, notwithstanding such stricken provision or provisions. (e) Attorneys' Fees. In the event suit is brought to enforce or interpret the terms of this Release, the prevailing party shall be entitled to receive, in addition to any other relief, reasonable attorneys' fees and costs. (f) Entire Release. Except as otherwise expressly set forth herein, this Release shall set forth the entire agreement between the parties and supersede, and render null and void, any and all prior agreements, understandings or contracts, whether oral or written, between the parties hereto, and shall constitute the only valid, binding, and enforceable agreement among them, and the parties hereto agree that all continuing and future obligations under the Agreement are terminated upon the effectiveness of this Release. (g) Independent Representation: Construction. The parties represent and warrant to and agree that each has received independent legal advice from attorneys of its choice with respect to the advisability of executing this Release and that the terms of this Release are contractual and are the result of negotiations among the parties. Each has cooperated in the drafting and preparation of this Release. Hence, in any construction to be made of this Release, the same shall not be construed against the other. (h) Modification. This Release may only be changed or modified and any provisions hereof may only be waived by a writing signed by the party against whom enforcement of 3 DOCSOC\903956v l \1 6703,0000 any waiver, change or modification is sought. This Release may be amended only in writing by mutual consent of the parties. (i) Confidentiality. This Release and its contents are confidential and shall remain confidential following its execution. No party hereto shall knowingly make any disclosure of the existence or the terms of this Release or provide an original or copy of all or any portion thereof to anyone, except in compliance with a lawful order or process of a court or arbitrator of competent jurisdiction or governmental agency, or as may otherwise be required by law or regulation, or with the written consent of the other party hereto, or in connection with any filings to be made with any governmental agency. IN WITNESS WHEREOF, the parties have executed this Termination Agreement and Mutual Release which shall be effective as of the Effective Time. CITY OF CLEARWATER, LORIDA By: NA _ Name: IEI A- C1ti. KC: as iZA Title: dQMIwI 'So Pi?QM Mf*Q-- Date: 10 THE ACTIVE NETWORK, INC. by , W tr. 3010ALp1 160a05 -07'00' By: cwt 1 Name: Saskia Tpema Title: Director Date: Apol1.2010 DOCSOC\9039560\16703.0000