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EMERGENCY MEDICAL SERVICES FIRST RESPONDER ADVANCED LIFE SUPPORI AGREEMENT (11/1/2011) <br /> 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 /> Page 25 of 26 <br />