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. . This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term ofthis Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination ofthis Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each ofthe terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body ofthis Agreement. c. Annual maintenance license fees shall consist of 10% of application costs. The annual maintenance fees provide for the continued delivery of enhancements, patches and upgrades to the application provided the license fee remains current. d. Consultant has permission to use City as a reference location. 17. DEVELOPED SOFTWARE Consultant shall retain all rights, title and interest to any copyrights, patents or other intellectual property rights embodied in any work performed, or software or systems developed under this Agreement and shall be the sole and exclusive owner of any and all know-how, designs, trademarks, formulae, processes, trade secrets, ideas, software or other copyrightable or patentable work resulting from Consultant's Developed Software. City is hereby granted a nonexclusive, perpetual site license to use, reproduce, and modify the Developed Software and documentation for City's internal purposes. City will provide any Developed Software/Source Code completed by the City for inclusion in this project to the Consultant with a nonexclusive, worldwide license to use, reproduce, and modifY the Developed Software and documentation for Consultant's purposes. 7