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18. USE OF SUBCONTRACTORS Questica warrants that all persons assigned by it to the performance of this Agreement shall be employees or authodzed subcontractors of Questica and shall be fully qualified to work under this Agreement. Questice shall ensure that an adequate number of appropdately qualified personnel are employed and available to satisfy its obligations as outlined in this Agreement. 19. EXPORT CONTROL The Software is intended for distribution only in the United States and Canada. Licensee agrees that it will not directly or indirectly, export or re-export the Software (or portions thereof) to any country, person, entity or end user subject to U.S. or Canadian export restrictions. 20. MISCELLANEOUS This Agreement, including all Schedules and Exhibits attached hereto, is the entire agreement between Licensee and Questip pertaining to Licensee's right to use the Work and supersedes all pdor or collateral oral or written representations or agreement related thereto. This Agreement shall be governed by the law of the province of Ontado, Canada. Except as other wise provided herein, no term or provisions hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 21. HEADINGS; SEVERABILITY The headings and other captions in this Agreement are for convenience and reference only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement. In the event that any provision hereof is found invalid or enforoeable pursuant to judicial decree or decision, any such provision shall be deemed to apply only to the maximum extent permitted bylaw, and the remainder of this Agreement shall remain valid and enforceable according to its terms. IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement. (QUESTICA) gy: _ r/s Name:, Title: (Licensee) CITY OF PLEASANTON By: r/s Name: David Culver Title: Director of Finance Page 10 of 11