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12.3. SEVERABILITY. If any provision of this LICENSE AGREEMENT shall be held to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of the remaining provisions. 12.4. ASSIGNMENT. LICENSEE may not transfer, assign, or sublicense this LICENSE AGREEMENT, any license hereunder, or any of its rights or duties hereunder to any other person, firm or corporation without the prior written consent of SUN RIDGE. Any attempted transfer, assignment, or sublicense made without SUN RIDGE's prior written consent shall be completelyvoid. 12.5. NOTICE. Any notice requested or permitted to be given hereunder shall be sent prepaid, certified mail, return receipt requested, and shall be deemed to have been given when mailed to the other party as follows: to LICENSEE at: City of Redwood City 1017 Middlefield Road, Redwood City, CA 94063; to SUN RIDGE at 5050 Grazing Hill Road, Latrobe, California 95682, Facsimile No. (530) 672-2385. Notices may be given by facsimile transmission to such number as may be specified by the party for such purpose and shall be deemed to have been given when transmitted to such number with confirmation of a successful transmission. 12.6. INDEPENDENT CONTRACTORS. The parties to this LICENSE AGREEMENT shall constitute independent contractors. Nothing in this LICENSE AGREEMENT shall be construed as establishing any employment, partnership, joint venture or similar arrangement between the parties, and no party has any authority to commit any other party to any obligation to any other person or entity, unless expressly agreed to in writing signed by such party. 12.7. FORCE MAJEURE. SUN RIDGE shall not be responsible for interruption of, interference with, diminution of, or suspension of any of its products or services, including performance failure, which are caused by strike, lockout, riot, epidemics, war, government regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of equipment or service not directly within the control of SUN RIDGE. 12.8. AUTHORIZATION/ENTIRE AGREEMENT/MODIFICATION. This LICENSE AGREEMENT will be effective upon delivery of this LICENSE AGREEMENT to LICENSEE. This LICENSE AGREEMENT is the complete and final LICENSE AGREEMENT of the parties relating to the subject of this LICENSE AGREEMENT and it replaces and supersedes any prior or contemporaneous oral or written understandings or agreements. This LICENSE AGREEMENT may be amended only by a writing signed by the duly authorized representative of the party to be charged. Page 9 of 9 REV: 04-17-1815 ATTY/AGR.2018.085/Sun Ridge Systems