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10. MOST FAVORED CUSTOMER. If Contractor's published or otherwise established price for any Software for its most favored, similarly situated customers, is less than the price for such Software as set forth in this Agreement at any time between the effective date ofthis Agreement and the date the Software is accepted by City, then Contractor shall immediately notify City and the price for such Software shall automatically be deemed to be reduced to the lowest such published or otherwise regularly established price during such period. If any such reduction occurs after payment for the Software by City. Contractor shall rebate the difference in price to City within thirty (30) days after the change in price occurs. 11. BANKRUPTCY. All rights and licenses granted to City pursuant to this Agreement are, and shall be deemed to be, for purposes of Section 265(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 ofthe U.S. Bankruptcy Code. In a bankruptcy or insolvency proceeding involving Contractor, the parties agree that City, as licensee of such rights, shall retain and fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and the provisions thereof shall apply notwithstanding conflict of law principles. The parties further agree that, in the event of the commencement of a bankruptcy or insolvency proceeding by or against Contractor under the U.S. Bankruptcy Code, City shall be entitled to a complete duplicate of any such intellectual property and all embodiments of such intellectual property to which City would otherwise be entitled under this Agreement, and the same, if not already in City's possession, shall be promptly delivered to City (a) upon any such commencement of a bankruptcy proceeding upon written request therefore by City, unless Contractor elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, upon rejection ofthis Agreement by or on behalf of Contractor upon written request therefore by City. If, in a bankruptcy or insolvency proceeding involving Contractor, the provisions of the U.S. Bankruptcy Code referenced above are determined not to apply, City shall nevertheless be entitled to no less than the protection offered by the provisions of the U.S. Bankruptcy Code with respect to its entitlement to and rights to the use and possession of all intellectual property to which City has been granted rights under this Agreement notwithstanding the bankruptcy or insolvency of Contractor. 12. NO DISRUPTION OF SOFTWARE Contractor acknowledges that City is a provider of services to the public and residents ofthe City of Santa Ana and that City's use ofthe Software will be vital to the business operations of City and the health and safety of City's patients and that any unauthorized interruption of City's business could result in substantial liability to City. In recognition of City's status as a provider of such public services, Contractor warrants and represents that Contractor shall not at any time during the term of this Agreement and thereafter render the Software unusable or inoperable, take possession of the Software, and products, software, hardware, equipment or copies of Software provided to City by Contractor or Contractor's sub Contractors or in any way deliberately take actions to this Agreement limiting Contractor's liability. If Contractor takes any such actions.