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Agreement between Vls/phor Corporation and C/ty of Santa Ana (Exh/b/t E] assignment to an Affiliate will be effective until: (a) the assignee Affiliate agrees in writing with the Customer to be bound by the teens and conditions of this License Agreement; and (b) the assignee Affiliate provides evidence satisfactory to the Customer that the assignee Affiliate and its directors, officers, employees and agents have obtained the necessary security checks and security cleazances to enable it to perform the Services and to have access to the InPorce AB system and/or any related data and information. Notwithstanding any assigoment of this License Agreement as permitted by this Section, VISIPHOR will remain primarily responsible for the timely performance of all of its obligations hereunder. 10.2 The Customer will have the right to assign its rights, duties or obligations under this Agreement to a Permitted Sublicensee or otherwise to an entity designated by the Customer without the consent of VISIPHOR provided, however, that the assignee agrees to be bound by the terms and conditions of this License Agreement. Notwithstanding any assignment of this License Agreement as permitted by this Section, the Customer will remain primarily responsible for the timely performance of all of its obligations hereunder. 11. ARBITRATION 11.1 If, at any time, there is a Dispute between the parties with respect to any matter arising out of or relating to this License Agreement, then the parties will resolve such dispute th accordance with the Dispute resolution procedure in the Agreement. 12. GOVERNING LAW 12.1 This License Agreement will be governed, constmed and interpreted by the laws of the Province of British Columbia. 13. AMENDMENT 13.1 No modification or amendment to this License Agreement may be made unless agreed to by the parties hereto in writing. 14. SEVERABILITY 14.1 The invalidity of any provisions of this License Agreement or any covenant herein contained on the part of any party will not affect the validity of any other provision or covenant hereto or herein contained. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for any invalid provision or covenant, which substitute will be as consistent as possible with the original intent of the parties. 15. NON-WAIVER 15.1 The waiver or failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further right hereunder. Deletetl: Ib/07R006 Confidential Page 10 17107/200 Ciry of Santa Ma-ExhibitE Copyright®2006-Visiphor Coryoratian