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'-' 'wII Santa Ana Police DepartmenllIWS Agreement, Page 10 functionally equivalent product; (iii) suitably modify the Software so that it is not infringing and provides similar functionality; or (iv) accept return of the Software and refund the purchase price. IWS'S LIABILITY FOR ANY INFRINGING SOFTWARE IS STRICTLY LIMITED TO THE FOREGOING. G) INSURANCE; WORKERS' COMPENSATION COVERAGE IWS will maintain and require all of its subcontractors, consultants and other agents to maintain, insurance as follows: (i) Workers' Compensation insurance with statutory limits as required by the Labor Code of the State of California, and (ii) Commercial general liability insurance covering bodily injury and property damage using an occurrence policy form in an amount of not less than one million dollars ($1,000,000) combined single limit for each ~ occurrence. (k) INCORPORATED EXHIBITS All Exhibits to this Agreement constitute integral parts of, and are incorporated into, this Agreement. (I) WAIVER The waiver or failure of either party to exercise in any respect any right provided for in this Agreement will not be deemed a waiver of any further right under this Agreement. (m) NON-DISCRIMINATION IWS will comply with all applicable federal, state and local laws, rules and regulations in regard to non-discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, disability or other prohibited basis. (n) ASSIGNMENT BUYER may not transfer, assign or otherwise dispose of its rights or obligations under this Agreement, including but not limited to the Software license, without IWS's written permission. However, IWS will not unreasonably withhold a request by BUYER to assign its rights or obligations to another party of equal fiscal soundness and business reputation, and BUYER may, upon a sale of all its assets, transfer its rights and obligations under this Agreement to the successor agency. This Agreement shall be binding upon and inure to the benefit of the successors, permitted assigns and heirs of the parties. (0) LAW GOVERNING AGREEMENT This Agreement will be governed by and construed in accordance with the laws of the State of CALIFORNIA without reference to conflict of law principals. (P) SURVIVAL OF PROVISIONS Notwithstanding any termination of this Agreement, the following provisions survive and remain in effect: Sections 10, II, 12, 13, 14 and 15.