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10. Entire Agreement <br />This License together with Exhibits A through C attached hereto and incorporated herein by <br />reference, constitutes the entire agreement of the Parties with respect to the subject matter <br />hereof, and supersedes all prior written or oral agreements, understandings, representations or <br />statement with respect thereto. This License may be amended only by a written instrument <br />executed by the Parties hereto. <br />11. Severability <br />If any term, provision, or condition of this License is held by a court of competent jurisdiction <br />to be invalid or unenforceable, the remainder of this License shall continue in full force and <br />effect unless the rights and obligations of the Parties have been materially altered or abridged <br />thereby. <br />12. Waiver <br />A waiver by either party of the performance of any covenant or condition herein shall not <br />invalidate this License nor shall the delay or forbearance by either party in exercising any <br />remedy or right be considered a waiver of, or an estoppel against, the later exercise of such <br />remedy or right. <br />13. Captions; Interpretation <br />The section headings used herein are solely for convenience and shall not be used to interpret <br />this License. The provisions of this License shall be construed as a whole according to their <br />common meaning, and not strictly for or against any party, in order to achieve the objectives <br />and purposes of the Parties. <br />14. Attorney, <br />'s Fees <br />In any action at law or in equity, arbitration or other proceeding arising in connection with this <br />License, the prevailing party shall recover reasonable attorney's fees and other costs, including <br />but not limited to court costs and expert and consultants' fees incurred in connection with such <br />action, in addition to any other relief awarded. <br />15. Counterparts <br />This License may be executed in multiple counterparts, each of which shall be an original and <br />all of which together shall constitute one agreement. <br />16. Governing Law; Venue <br />This License, and the rights and obligations of the Parties, shall be governed by and interpreted <br />in accordance with the laws of the State of California without regard to principles of conflicts <br />of law. Any action to enforce or interpret this License shall be filed in the Superior Court of <br />Alameda County, California or in the Federal District Court for the Northern District of <br />California. <br />City of San Leandro — Prop SF Non -Exclusive License Agreement Page 8 of 16 <br />