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personal injury to, or death of, airy person, or loss or damage to property arising out of, or resulting <br />from the negligent or malicious acts of New World or of New World's employees. These <br />indemnification provisions are for the protection of the Customer and its respective officers, <br />employees and agents only and shall not establish, of itself, any liability to third parties. <br />19.0 GENERAL <br />19.1 This Agreement is the entire agreement between the parties superseding all other communications, <br />written or oral, between the parties relating to the subject matter ofthis Agreement. This Agreement <br />may be amended or modified only in writing signed by both parties. <br />19.2 This Agreement is governed by the laws of the State of California and it shall be binding on the <br />successors and assigns of the parties. Following completion of Level 1 and Level 2 of the Dispute <br />Resolution process from Section 14.0, venue for all litigation relative to the formation, interpretation <br />and performance of this Agreement shall be the federal courts in Alameda County or the Northern <br />District of California, so long as there is a basis for federal jurisdiction. <br />19.3 Failure to enforce any provision ofthis Agreement shall not be deemed a waiver of that provision or <br />any other provision ofthis Agreement. <br />19.4 No action, regardless of form, arising out of the services performed or Licensed Products delivered <br />hereunder, maybe brought by either party more than one (1) year after the cause of action has accrued, <br />except that an action for non-payment of fees may be brought within one (1) year of the date of the <br />payment was due. <br />19.5 The paragraph headings which appear herein are included solely for convenience and shall not be used <br />in the interpretation ofthis Agreement. Any provision ofthis Agreement determined to be invalid or <br />otherwise unenforceable shall not affect the other provisions, which other provisions remain in full <br />force and effect. <br />[M \2004RFP\CA\SANLEANDROU.icense Agreement r5.doc] <br />CONFIDENTIAL <br />Page 9 <br />(Revised 02/10104) City of S~1 Leandro, CA <br />