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terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed
to U.S. Government as end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to
the terms and conditions herein. Harmonic, 4300 North First Street, San Jose, CA 95134, U.S.A.
11. GENERAL: You shall not assign, delegate or sublicense your rights or obligations under this Agreement, by operation of law or otherwise, without
our prior written consent, and any attempt without such consent shall be void. Subject to the preceding sentence, this Agreement binds and
benefits permitted successors and assigns. This Agreement is governed by California law, without regard to its conflicts of law principles. The
U.N. Convention on Contracts for the International Sale of Goods is disclaimed. If any claim arises out of this Agreement, the parties hereby
submit to the exclusive jurisdiction and venue of the federal and state courts located in Santa Clara County, California. In addition to any other
rights or remedies, we shall be entitled to injunctive and other equitable relief, without posting bond or other security, to prevent any material
breach of this Agreement. We may change the terms, conditions and pricing relating to the future licensing of our Systems and other intellectual
property rights, including this Agreement, from time to time. No waiver will be implied from conduct or failure to enforce rights nor effective unless
in a writing signed on behalf of the party against whom the waiver is asserted. If any part of this Agreement is found unenforceable, the remaining
parts will be enforced to the maximum extent permitted. There are no third-party beneficiaries to this Agreement. We are not bound by additional
and/or conflicting provisions in any order, acceptance, or other correspondence unless we expressly agree in writing. This Agreement is the
complete and exclusive statement of agreement between the parties as to its subject matter and supersedes all proposals or prior agreements,
verbal or written, advertising, representations or communications concerning the System. Every reasonable attempt has been made to comply
with all licensing requirements for all components used in the system. Any oversight is unintentional and will be remedied if brought to the
attention of Harmonic at
