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12.3. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its <br />obligations under this Agreement, or encumber or sell any of its rights in any Software, without <br />prior notice to or consent of Licensee. <br />12.4. GOVERNING LAW. This Agreement will be governed by the laws of the United States <br />to the extent that they apply and otherwise by the laws of the State to which the Software or <br />Products are shipped if Licensee is a sovereign government entity, or the laws of the State of <br />Illinois if Licensee is not a sovereign government entity. <br />Exhibit A. SLA Page A . 5 May 2. 2005 <br />Motorola Contract No. 05.17505 <br />