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XIX. Severability. If any term or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. XX. Amendment, This Agreement may only be modified by written amendment signed by authorized representatives of both Parties. XXI. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will constitute one and the same Agreement. XXII. Term and Termination. This Agreement is intended to cover Confidential Information disclosed or received by either Party prior or subsequent to the date of this Agreement. Unless otherwise earlier terminated, this Agreement automatically will expire five (5) years from the date first written above; provided, however, that each Party's obligations with respect to the other Party's Confidential Information disclosed or received prior to termination or expiration will survive until such Confidential Information ceases to be confidential. XXIII. Return of Materials. Upon termination or expiration of this Agreement, or upon receipt of written request from the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all documents or other tangible materials representing the Disclosing Party's Confidential Information, including any copies made thereof. XXIV. Entire Agreement. This Agreement represents the entire agreement of the City and Tyler with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, orstatutory. The City hereby acknowledges that in entering into this Agreement it did not rely on any information not explicitly set forth in this Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by a duly authorized representative to be effective as of the last date set forth below. Tyler Technologies, Inc. By: ' wl Name: Robert Kennedy -Jensen Title: Director of Contracts Date: 3/3/20 City of Santa Ana, CA By: See Attached Name: Title: Date: ... tyler