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The rights and obligations contained in Sections 3 ("Intellectual Property Ownership"), 1O ("Shield Ops' Right of Publicity"), 11 ("Benchmarking"), 21 ("Mutual Indemnification"), 22 ("Disclaimer of Warranties"), 24 ("Limitation of Liability"), 25 ("Consequential Damages Waiver"), 26 ("Term and Termination") and Sections 29-35 shall survive any expiration or termination of this License Agreement. 27. ASSIGNMENT This Agreement may not be assigned or transferred by Santa Ana. This License Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and representatives. Shield Ops may assign this Agreement (i) to any entity in which Shield Ops has a greater than fifty-percent (50%) equity ownership interest or of which Shield Ops has voting control, (ii) to any entity that buys fifty-percent (50%) or more of Shield Ops' stock or all or substantially all of Shield Ops' assets, or (iii) as part of a merger, reorganization or re-incorporation. 28. FORCE MAJEURE Neither Party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or other similar causes beyond its control. In the event of any such delay, any applicable period of time for action by said Party may be deferred for a period of time equal to the time of such delay, except that a Party's failure to make any payment when due hereunder shall not be so excused. 29. NO WAIVER No omission or delay by either Party at any time to enforce or exercise any right or remedy or to require performance of any terms of this Agreement shall be construed as a waiver of any right or remedy to which such Party is otherwise entitled nor shall it affect the right of such Party to require performance thereafter. 30. NOTICE All notices, demands, or other communications herein provided to be given or that may be given by any Party to the other shall be deemed to have been duly given only when made in writing and delivered in parson or, if deposited in the United States mail, postage prepaid, certified mail, return receipt requested, as follows: Notices to Shield Ops: Mr. Roy L. Anderson Shield Ops, Inc. 3541 Ocean View Blvd. Glendale, CA 91208 Notices to Santa Ana: City Attorney's Office 20 Civic Center Plaza, M-29 Santa Ana, CA 92701 version 0930'10 14