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section is not subject to any limitations of liability in this Master Agreement or in any <br />other document executed in conjunction with this Master Agreement. <br />If such a claim has occurred, or in the Contractor's opinion is likely to occur, the <br />Contractor shall either procure for the Participating Entity the right to continue using the <br />materials or products or services or replace or modify materials or products or services <br />to make them non -infringing. If an option satisfactory to the Participating Entity is not <br />reasonably available, the Participating Entity shall return the materials or products to the <br />Contractor and stop using the infringing services, upon written request of the Contractor <br />and at the Contractor's expense. <br />40. No Waiver of Sovereign Immunity <br />In no event shall this Master Agreement, any Participating Addendum or any contract or <br />any Purchase Order issued thereunder, or any act of the Lead State, a Participating <br />Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether <br />sovereign immunity, governmental immunity, immunity based on the Eleventh <br />Amendment to the Constitution of the United States or otherwise, from any claim or <br />from the jurisdiction of any court. <br />This section applies to a claim brought against the Participating Entities who are states <br />only to the extent Congress has appropriately abrogated the state's sovereign <br />immunity and is not consent by the state to be sued in federal court. This section is <br />also not a waiver by the state of any form of immunity, including but not limited to <br />sovereign immunity and immunity based on the Eleventh Amendment to the <br />Constitution of the United States. <br />41. Governing Law and Venue <br />a. The procurement, evaluation, and award of the Master Agreement shall be governed <br />by and construed in accordance with the laws of the Lead State sponsoring and <br />administering the procurement. The construction and effect of the Master Agreement <br />after award shall be governed by the law of the state serving as Lead State. The <br />construction and effect of any Participating Addendum or Order against the Master <br />Agreement shall be governed by and construed in accordance with the laws of the <br />Participating Entity's or Purchasing Entity's State. <br />b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or <br />action relating to the procurement, evaluation, and award is in the Lead State. Venue <br />for any claim, dispute or action concerning the terms of the Master Agreement shall be <br />in the state serving as Lead State. Venue for any claim, dispute, or action concerning <br />any Order placed against the Master Agreement or the effect of a Participating <br />Addendum shall be in the Purchasing Entity's State. <br />c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely <br />and exclusively within the United States District Court for (in decreasing order of <br />priority): the Lead State for claims relating to the procurement, evaluation, award, or <br />Attachment A: Page 25 of 31 <br />