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notice of such action and all prior claims relating thereto; (ii) City shall fully cooperate <br />with Contractor in the defense of such action and all negotiations for its settlement or <br />compromise. <br />If a temporary or final injunction is obtained against City's use of the System or any <br />component thereof by reason of an infringement of a U.S. patent, copyright, trademark, <br />trade secret or other intellectual property rights, Contractor will, at its option and <br />expense, either (i) procure for City the right to continue to use the goods or services; or <br />(ii) replace or modify for City the good(s) or service(s) so it no longer infringes such <br />patent, copyright, trademark or trade secret and the goods or services continues to <br />conform to the Agreement specifications in all material respects. Contractor shall have no <br />liability to City for any infringement action that is based upon or arises out of the use of <br />goods or services or any component thereof in combination with any other system, <br />equipment or software that is: (i) not otherwise supplied by Contractor; or (ii) <br />inconsistent with the intended use of goods and services or any component thereof. THIS <br />SECTION SETS FORTH THE EXCLUSIVE REMEDY OF CITY AGAINST <br />CONTRACTOR WITH RESPECT TO ANY ACTION OR CLAIM FOR ALLEGED <br />INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE <br />SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT INVOLVING THE <br />GOODS AND SERVICES OR ANY COMPONENT THEREOF. <br />Section 18. ASSIGNMENT <br />City shall not: assign, transfer, pledge, hypothecate or grant any security interest in, or <br />otherwise dispose of, this Agreement or any interest in this Agreement or the FIM's, <br />sublet or lend the FIM's or permit the FIM's to be used by anyone other than City or <br />City's employees. <br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor, <br />except as indicated herein, Contractor may not assign, transfer, delegate, or subcontract <br />any interest herein without the prior written consent of City, which consent shall not be <br />unreasonably withheld, and any such assignment, transfer, delegation or subcontract <br />without City's prior written consent shall be considered null and void. In the event that <br />the Contractor is part of a consolidation, merger, or acquisition, or changes its name, this <br />Agreement may be assigned to the surviving company or the newly named company <br />upon notice to the City containing an affirmative statement that such surviving or newly <br />named company shall undertake all of the obligations of the Contractor hereunder. <br />Section 19. AMENDMENTS <br />This Agreement represents the complete and exclusive statement between City and <br />Contractor regarding the FIM's which are the subject of this Agreement. In the event of <br />a conflict between the terms of this Agreement and any attachments hereto, the terms of <br />this Agreement shall prevail. This Agreement may only be amended or any of its terms <br />modified for the purpose of adding or deleting FIM's, with the written consent of both <br />parties hereto.