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15. COPYRIGHT AND PATENT INDEMNTTY <br />Licensor agees it will indemnify and save harmless the Licensee and its officials and employees <br />against any loss, claiiri, liability or expense arising out of or in anyway connected with any claim of <br />patent, copyright, or proprietary infringement involving the work product of Licensor, including <br />consequential damages and attorney's fees. <br />16. TRANSFER OF RIGHTS <br />This Agreement shall be binding on any successors of the parties. Neither party shall ha.ve the <br />right to assign its interests in this Agreement to any other party, unless the prior written consent of <br />the other party is obtained. <br />17. TERMINATION <br />This Agreement may be ternunated by either party by providing thirty (30) da,ys written notice to <br />the other party. Upon any termination of this Agreement, Licensee shall retum a11 copies of the <br />Applica.tion Soflware and Documentation to Licensor. All products and services which has been <br />delivered or provided to Licensee by Licensor prior to the effective date of said notice shall be paid <br />by Licensee. <br />18. SEVERABILITY <br />If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the <br />remaining provisions shall continue to be valid and enforceable. If a court finds that any provision <br />of this Agreement is invalid or unenforceable, but that by limiting such provision it would become <br />valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as <br />so limited. <br />19. WAIVER OF CONTRACTUAL RIGHT <br />The failure of either party to enforce any provision of this Agreemern shall not be construed as a <br />waiver of limitaxion of that pariy's right to subsequently enforce and compel strict compliance with <br />every provision of this Agreement. <br />20. APPLICABLE LAW <br />This Agreement shall be govemed by the laws of the State of Ohio. <br />21. EXTENT OF AGREEMENT; AMENDMENT <br />This Agreement represents the entire integrated agreement between the Licensor and Licensee and <br />supersedes all prior negotiations, representaxions or agreements, either written or oral. This <br />Agreement may be amended only by written instrument signed by both parties <br />Software and Technical Support Agreement Page - 6