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Section 21 GENERAL A. T1TL,E AND RISK OF LOSS: Title to the Equipment will pass to CTTY upon shipment of the ; Equipment,except that title to Soflware will not pass to CITY at any time. Risk of loss will pass to CITY upon delivery of the Equipment to the facilities designated by CITY. B. TAXES: The purchase price includes any amount for federal, state, or local excise, sales, lease, sesvice, rental, use, property, occupation, or other taxes, all of which (other than federal, state, and local taxes based on LUCEN'Ps income)will be paid by CTTY except as exempt by law. C. CONFIDENTIAL INFORMATION:All technical and business infarmation and all Software and related Documentation in whatever form recorded futnished by LUCENT or CITY under or in contemplation of this Agreement and designated as proprietary shall remain the property of the fiunishing party. The receiving parry will not disclose any material, Documentarion or information identified by the furnishing party as proprietary or confidential to third parties without the furaishing party's prior written permissioq unless the furnishing party makes such material or information public or disclosure is required by law. Any copies of such material, Documentation or information authorized to be made under this Agreement shall preserve the furnishing party's copyright, trademark, trade secret or other proprietary notices on such copy. If the receiving party is reQuired by law to disclose such material or information,the receiving party will norify the furnishing party prior to such disclosure. D. DISCLAIlvfER OF LICENSE: Except as explicitly provided in the LUCENT Soflwaze License as set forth in Se�tion 9, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any pateirts,patent applications, copyrights, trade marks, trade secrets or other intellectual property of LUCENT. E. ASSIGNABILITY: This Agreement may not be assigned by either party without the prior consent of the other pariy except that LUCENT may assign this Agreement to any af�liate, subsidiary, or successor organization to all or substantially all of an affected LUCENT business unit without the prior consent of CITY. F. WAIVER: Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. G. SEVERABILITY: If any portion of this Agreement is held to be invalid or unenforceable, that provision will be considered severable and the remainder of this Agreement will remain in full force and effect as if the invalid provision were not part of this Agreement. H. HEADINGS AND SECTION REFERENCES: The headings given to the sections of this Agreement are inserte� only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. I. ENTIRE AGREEMENT: This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. J. GOVERNING LAW: This Agreement is entered into in the County of San Mateo, State of California, and will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. K. NOTICES: Notices authorized or required under this Agreement must be in writing and sent to the below adciresses: Lucent Technologies/Redwood City, CA 11 . . ._