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The City shall use its reasonable best efforts to give Texserve prompt notice of any <br />activities or threatened activities of any person of which it becomes aware that <br />infringes or violates the FxS Marks or any of FxS's Intellectual Property or that <br />constitute a misappropriation of trade secrets or acts of unfair competition that might <br />dilute, damage or destroy any of the FxS Marks or any other Intellectual Property of <br />FxS. Texserve and/or FxS shall have the exclusive right, but not the obligation, to <br />take action to enforce such rights and to make settlements with respect thereto. In the <br />event that Texserve or FxS commences any enforcement action under this Section, <br />then the City shall render to Texserve such reasonable cooperation and assistance as <br />is reasonably requested by Texserve, provided that Texserve shall reimburse the City <br />for any reasonable costs. <br />E. Infringing Use. <br />The City shall give Texserve prompt written notice of any action or claim, whether <br />threatened or pending, against the City alleging that the FxS Marks, or any other <br />Intellectual Property of FxS, infringes or violates any patent, trademark, copyright, <br />trade secret or other Intellectual Property of any other person, and the City shall <br />render to Texserve and FxS such reasonable cooperation and assistance as is <br />reasonably requested by Texserve in the defense thereof, provided that Texserve <br />shall reimburse the City for any reasonable costs incurred in. providing such <br />cooperation and assistance. If such a claim is made and Texserve or FxS determines, <br />in the exercise of its sole discretion, that an infringement may exist, Texserve and <br />FxS shall have the right, but not the obligation, to procure for the City the right to <br />keep using the allegedly infringing items, modify them to avoid the alleged <br />infringement, or replace them with non - infringing items. <br />7.0 TERMINATION <br />A. Termination for Cause. <br />Either party shall have the right to terminate this Agreement immediately by written <br />notice to the other if: <br />i. state statutes are materially amended as to prohibit or negatively affect the <br />operation of the School Bus Stop Arm Program or if any laws are enacted that <br />would substantially change or terminate the ability under the Agreement to <br />obtain fines or charges for violations of law, which would eliminate the source <br />for financing the School Bus Stop Arm Program; <br />ii. a final decision (subsequent to any appeals that may be filed) by a court of <br />competent jurisdiction that declares that the results from the Busguard System <br />are inadmissible in evidence; or <br />iii. the other party commits any material breach of any of the provisions of this <br />8 <br />