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10.7 Governing Law. This Agreement will be iuterpreted and construed in accordance wilh
<br />the laws of the State of New York, United States, without regard to conflict of laws pritrciples.
<br />The United Nations Convention on the Sale of Goods will not be applicable to this Agreement
<br />or any of the transaclions contemplated by the Agreement.
<br />10.8 Assignment. Neither this Agreement nor any rights under this Agreement may be
<br />assigned or otheMise transferred by either party, in whole or in part, whether voluntarily or
<br />by operation of law, including by way of sale of assets, merger, consolidation or otheMise,
<br />without the prior written consent of the other party; provided Company will have the right to
<br />assign lhis Agreement without the prior written consenl in the evenl of a transter to a
<br />Company affiliate. Subject to the foregoing, this Agreement will be binding upon and will
<br />inure to the benefit of the parties and their respective successors and assigns. Any
<br />assignment in violalion of this Section 10.8 will be null and void.
<br />10.9 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies
<br />under this Agreement must be in wriljng to be effective. Failure, neglect, or delay by a party
<br />to enforce the provisions of this Agreement or its rights or remedies at any time, will not be
<br />construed as a waiver of such party's rights under this Agreement and will not in any way
<br />affect the validity of the whole or any part of this Agreement or prejudice such party,s right to
<br />take subsequent action. No exercise or enforcement by either party of any right or remedy
<br />under this Agreement will preclude the enforcement by such party of any other right or
<br />remedy under this Agreement or that such party is entitled by law to enforce.
<br />10.10 Severability. lf any provision or portion thereof, of this Agreernent is found to be
<br />invalid, unlaMul or unenforceable to any extent, such provision of lhis Agreement will be
<br />enforred to the maximum extent permissible by applicable law so as lo affect the intent of the
<br />parties, and the remainder of this Agreement will continue in full force and effect. The parties
<br />will negotiate in good faith an enforceable substitute provision for any invalid or
<br />unenforceable provision that most nearly achieves the intent and economic effect of such
<br />provision,
<br />1 0.1 1 Construction. lf there is a conflict belween any term in the body of this Agreement
<br />and any term of the applicable Service Specs, the term in the body of lhis Agreement will
<br />prevail with respect to such conflict. This Agreement and any instrument referred to herein or
<br />executed and delivered in connection herewith, will not be construed against any party as the
<br />principal draftsperson hereof or thereof. The section and paragraph headings used in this
<br />Agreement are inserted for convenience only and will not affect the meaning or interpretation
<br />of this Agreement. Unless otheruise expressly stated to the contrary herein, all remedies are
<br />cumulative, and the exercise of any express renredy by either party herein does not by itself
<br />waive such party's right to exercise its other rights and remedies available at law or in equity.
<br />10.12 No Third Party Beneficiaries. The parties hereto expressly agree that there are no
<br />third party beneliciaries of this Agreement.
<br />1 0.1 3 Force Majeure. Neither party will incur any liability to the other party on account of any
<br />loss or damage resulting from any delay or failure to perform all or any part of this Agreement
<br />if such delay or failure is caused, in whole or in part, by events, occurrences, or causes
<br />beyond the reasonable control and without negligence of the parties. Such events,
<br />occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots,
<br />acts of war, failures of the lnternet, earthquakes, fire and explosions, but the inability to meet
<br />llnancial obligations is expressly excluded.
<br />10.14 Entire Agreement. ThisAgreement (including the Exhibits and any addenda hereto
<br />signed by both parties) contains the entire agreement of the parties with respect to the
<br />subject matter of this Agreement and supersedes all p.evious communications,
<br />representations, understandings and agreements, either oral or written, between the parties
<br />with respect to said subject matter. No terms, provisions or condltions of any purchase order,
<br />acknowledgement or other business form that either party may use ln connection with the
<br />transactions contemplated by this Agreement will have any effect on the rjghls, duties or
<br />obligations of the parties under, or otheMise modifr/, this Agreement, regardless of any
<br />failure of a receiving party to object to such terms, provisions or conditions. This Agreement
<br />may not be amended, except by a writing signed by both parties.
<br />10.15 Execution. ThisAgreement may be executed and delivered by facsimile and the
<br />parties agree that such facsimile execution and delivery will have the same force and effect
<br />as delivery of an original document with original signatures, and that each party may use
<br />such facsimile signatures as evidence of lhe execution and delivery of this Agreement by all
<br />parties to the same extent that an original signature could be used. lN WTNESS
<br />WHEREOF, the parties by their duly authorized representatives have executed this
<br />Agreement as of the Effective Date.
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