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13.2 COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the Unites States Government or any agency thereof, at the time of such action, requires an export license or other governmental approval. Violation of this provision shall be a material breach of this Agreement, permitting immediate termination by Licensor. 13.3 WAIVERS. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power or the waiver of any other right or power. 13.4 ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement or encumber or sell any of its rights in any Software, without prior notice to or consent of Licensee. 13.5 ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire agreement of the parties regarding Licensee's use of the Software and may be altered, amended or modified only by a written instrument signed by an authorized representative of each party, except that Licensor may modify this Agreement as necessary to comply with applicable laws and regulations. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 13.6 GOVERNING LAW. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign government entity or the laws of the State of Arizona if Licensee is not a sovereign govemment entity. 13.7 SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed and the remainder of this Agreement will remain in full Tome and effect. In witness whereof, the parties have caused duly authorized representatives to execute this End User License Agreement effective through the 20 day of September, 2008. Licensee: Santa Ana PAL 2627 W. McFadden Ave Santa Ana. CA 92702 Signed By: ~~~ Name:Tom Serafin Title: Director Date: Ueerwor. nFaousSoflvrare 8245 N. 24'" Parkway Suife 1e0 Pho~iz, RZ 85018 S' ed 8 nand2 Rs~artb Priskknt Date: September 14. 2007 4 of7