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Attachment A compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Options. If the Granicus Software becomes, or in opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client possession or control, if any, Granicus will refund all monthly managed service fees paid by Client under the current agreement applicable to the period after the time Granicus ceases to provide the applicable software services or requires the Client to cease use of and destroy the Granicus software. 10. INTERLOCAL AGREEMENT. 10.1 This contract may be extended for use by other municipalities, school districts and governmental agencies. Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations of the respective governmental entity. 11. MISCELLANEOUS. 11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 11.2 Governing Law. The laws of the State of Minnesota shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. 11.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 11.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 11.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, or electrical, internet or telecommunications outage. 0 ¦¤ Ε