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(b) will promptly discontinue the proceeding once the arbitrator's decision or award is given. 11. GOVERNING LAW 11.1. This Customer Support Agreement will be governed, construed and interpreted by the laws of the Province of British Columbia. 12. AMENDMENT 12.1. No modification or amendment to this Customer Support Agreement may be made unless agreed to by the parties hereto in writing. 13. SEVERABILITY 13.1. The invalidity of any provIsions of this Customer Support 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. 14. NON-WAIVER 14.1. 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. 15. ENTIRE AGREEMENT 15.1. This Customer Support constitutes the entire agreement between the parties hereto with respect to the licensing of the Software and supersede all prior letter of intent, arrangements, representations, warranties, statements, promises, information, arrangements and undertakings, whether oral or written, expressed or implied. 16. COUNTERPARTS 16.1 This Customer Support Agreement may be executed in counterparts, in original form or by facsimile, each of which will together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which will together be deemed to be an original, notwithstanding that all of the parties are not signatories to the same counterpart. IN W SS WHEREOF the parties have executed this Agreement as o(lly,--.m&p //1, 2008. Visiphor \ . 1or~l1on City of Santa Ana By: By: Title: 7()i~IJ A11I1J'l, {' r () --:J),O(\ 8, ~.oo~ Title: Date: Date: