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claim; and, c) provide, on a reasonable basis, information to enable Contractor to do so. <br />Contractor shall not agree without County's prior written consent, to any settlement, which <br />would require County to pay money or perform some affirmative act in order to continue <br />using the Contractor Products. <br />If Contractor is obligated to defend County pursuant to this Section and fails to do so after <br />reasonable notice from County, County may defend itself and /or settle such claim or suit, <br />and Contractor shall pay to County any and all losses, damages and expenses (including <br />attorney's fees and costs) incurred in relationship with County's defense and /or settlement <br />of such claim or suit. <br />In the case of any such claim of infringement, Contractor shall either, at its option: a) <br />procure for County the right to continue using the Contractor Products; or b) replace or <br />modify the Contractor Products so that that they become non - infringing, but equivalent in <br />functionality and performance. <br />Notwithstanding this Section, County retains the right and ability to defend itself, at its own <br />expense, against any claims that Contractor Products infringe any patent, copyright, or other <br />intellectual property right. <br />17.23 Choice of Law and Venue <br />This Agreement shall be governed by the laws of the State of California. Venue for actions <br />and proceedings between the parties related to this Agreement shall be Alameda County <br />Superior Court for state actions and the Northern District of California for any federal <br />action. <br />