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Agreement shall become due and payable by City to Licensor and Licensor's obligations under this Agreement shall immediately end. Licensor may terminate this Agreement in the event of any default by City under the terms of this Agreement or the Licensing Agreement. 11. Taxes. City shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, national, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement. Without limiting the foregoing, City shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor. 12. Headings. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. 13. Validity. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions of this Agreement. 14. Binding. This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. City may not assign its rights or obligations under this Agreement without the prior written consent of Licensor. 15. No Waiver. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. 16. Solicitation. City shall not solicit the employment of nor employ any of Licensor's personnel who has been directly involved in the development, sale, installation, maintenance or support of the Software for a period of two (2) years from the later of the termination of such individual's employment with Licensor or the termination of this Agreement. 17. Governing Law and Venue. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed under the laws of the State of California. The parties to this Agreement agree that venue for any litigation arising under this Agreement shall be in the County of Fresno, State of California, if instituted in the State courts, or the Eastern District of California (Fresno), if instituted in the Federal courts. 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 19. Modifications. Any changes in this Agreement shall be embodied in a written amendment to this Agreement, signed by both parties, and shall be effective from the date specified in the amendment. 20. Notice. Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered to the address set forth in this Agreement, and addressed to the attention of: Licensor: MostWantedSoftware, LLC 7816 N. Sanders Avenue Clovis, CA 93619