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E. Software License. If the equipment provided by the Contractor pursuant <br /> to this Contract contains software, including that which the manufacturer <br /> may have embedded into the hardware as an integral part of the <br /> equipment, the Contractor shall pay all software licensing fees. The <br /> Contractor shall also pay for all software updating fees for a period of one <br /> year following cutover. The Contractor shall have no obligation to pay for <br /> such fees thereafter. Nothing in the software license or licensing <br /> agreement shall obligate the City to pay any additional fees as a condition <br /> for continuing to use the software. <br /> F. Patented devices, materials and processes. If the Contract requires, or the <br /> Contractor desires, the use of any design, device, material or process <br /> covered by letters, patent or copyright, trademark or trade name, the <br /> Contractor shall provide for such use by suitable legal agreement with the <br /> patentee or owner and a copy of said agreement shall be filed with the <br /> Owner. If no such agreement is made or filed as noted, the Contractor <br /> shall indemnify and hold harmless the Owner from any and all claims for <br /> infringement by reason of the use of any such patented designed, device, <br /> material or process, or any trademark or trade name or copyright in <br /> connection with the Project agreed to be performed under the Contract, <br /> and shall indemnify and defend the Owner for any costs, liability, <br /> expenses and attorney's fees that result from any such infringement. <br /> G. Assignment. Neither party may assign, sublet, or transfer any interest or <br /> obligation in this Contract without the prior written consent of the other <br /> party, and then only upon such terms and conditions as both parties may <br /> agree to and set forth in writing. <br /> H. Waiver. In the particular event that either party shall at any time or times <br /> waive any breach of this Contract by the other, such waiver shall not <br /> constitute a waiver of any other or any succeeding breach of this Contract <br /> by either party, whether of the same or any other covenant, condition or <br /> obligation. <br /> I. Governing LawNenue. The laws of the State of Minnesota govern the <br /> interpretation of this Contract. In the event of litigation, the exclusive <br /> venue shall be in the District Court of the State of Minnesota for Ramsey <br /> County. <br /> J. Severability. If any provision, term or condition of this Contract is found <br /> to be or become unenforceable or invalid, it shall not effect the remaining <br /> provisions, terms and conditions of this Contract,unless such invalid or <br /> unenforceable provision, term or condition renders this Contract <br /> impossible to perform. Such remaining terms and conditions of the <br /> Doc.#171155v.1 6 <br /> RNK:6/26/2013 <br />