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ARTICLE X: HOLD HARMLESS <br /> <br /> Grantee agrees to save the Department harmless from any and all <br />liabilities or claims caused by or resulting from Grantee's obligations or <br />activities in furtherance of work described herein. Grantee will reimburse <br />the Department any judgments which may be obtained against the Department <br />resulting from the work hereunder or the use of any work product of the <br />Grantee, including judgments for infringements of patent or copyright rights. <br />Grantee agrees to defend against any such claims or legal actions if called <br />upon by the Department to do so. <br /> <br />ARTICLE XI: INDEMNIFICATION <br /> <br /> Grantee acknowledges that the funds for this Agreement are federal funds <br />and as such are subject to an audit by the federal agency granting the funds <br />to the Department. Grantee agrees to fully indemnify Department for any costs <br />of the Grantee which are disallowed by the federal agency, and which must be <br />refunded to the federal agency by the Department. <br /> <br />ARTICLE XII: ASSIGNMENT <br /> <br /> Neither this Agreement nor any rights, duties or obligations described <br />herein shall be assigned by either party hereto without the prior expressed <br />written consent of the other party. <br /> <br />ARTICLE XIII: GOVERNING LAW, SEVERABILITY <br /> <br />This Agreement shall be construed, interpreted, and the rights of the <br />parties determined in accordance with the laws of the State of Ohio. <br /> <br />A determination that any part of this Agreement is invalid shall not <br />invalidate or impair the force or effect of any part thereof, except <br />to the extent that such other part is wholly dependent for its <br />operation on the part so declared invalid. This Agreement shall not <br />be deemed to include section or article headings which are inserted <br />for convenience only. <br /> <br />This Agreement supersedes any and all other agreements, either oral <br />or in writing, between the parties hereto and with respect to the <br />subject matter hereof and may not be modified except by an agreement <br />in writing signed by each of the parties hereto. <br /> <br />ARTICLE XIV: MISCELLANEOUS PROVISIONS <br /> <br /> Any reporting or communication under this Agreement by either party to <br />the other shall be given or delivered, if it is dispatched, by ordinary mail, <br />or delivered personally to: <br /> <br /> <br />