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<br />12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, <br />including export laws and regulations of the United States. Licensee will not, without the prior <br />authorization of Licensor and the appropriate governmental authority of the United States, in any form <br />export or re-export, self or resell, ship or reship, or divert, through direct or indirect means, any item or <br />technical data or direct or indirect products sold or otherwise furnished to any person within any territory <br />for which the United States Government or any of its agencies, at the time of the a ction, requires an <br />export license or other governmental approval. Violation of this provision will be a material breach of this <br />Agreement, permitting immediate termination by Licensor. <br /> <br />12.3. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under <br />this Agreement, or encumber or sell any of its rights in any Software, without prior notice to or consent of <br />Licensee. <br /> <br />12.4. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the <br />extent that they apply and otherwise by the laws of the State to which the Software or Products are <br />'shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a <br />sovereign government entity. <br /> <br />CSA.FINAL.Set.1.1.0.05.revision.doc <br />Motorola Contract No. <br /> <br />4 <br />