Orange County NC Website
20. PRESS RELEASES. Any press release(s), announcements, publications or any other media releases <br />regarding this Agreement shall be mutually agreed upon in writing by the Parties prior to release. Neither <br />Party will make any representations or warranties about the other Party that the other Party has not first <br />approved in writing. <br />21. EXPORT COMPLIANCE. Customer agrees to comply with all export and import laws and restrictions and <br />regulations of any United States or foreign agency or authority, and not to export or re-export the product(s) in <br />violation of any such restrictions, laws or regulations, or without all necessary approvals. In addition to the <br />other legal and regulatory compliance requirements, and not in limitation thereof, customer and ePlus represent <br />and warrant that they are knowledgeable about and agree to comply with the economic and trade sanctions <br />administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, including all <br />implementing Executive Orders and regulations, and will maintain compliance with such laws, Executive <br />Orders and regulations. a} j <br />22. GENERAL PROVISIONS. <br />A. Entire Agreement. This Agreement, together with properly executed SOW(s) and/or other attachments <br />hereto, shall constitute the entire agreement and understanding between the Parties and supersede all <br />representations, oral or written, which have been made by either Party or its agents or representatives <br />prior to, or contemporaneous with, the execution of this Agreement. Neither the terms of any Purchase <br />Order, invoice, or other instrument documenting a payment or transaction that is issued by either Party in <br />connection this Agreement, nor any other act, document, usage, custom, or course of dealing shall <br />modify the terms of this Agreement. <br />B. Binding Effect. A duly authorized representative or officer of each Party must sign any changes, <br />modifications or amendments to this Agreement deemed to be binding. This Agreement does not <br />supersede or terminate any non-disclosure or confidentiality agreement already in existence between the <br />Parties. <br />C. Assignment. Customer shall not sell, assign, or transfer its rights under this Agreement, either in whole <br />or in part, or any of its obligations hereunder, without the prior written consent of ePlus. Any such <br />attempted assignment shall be void. <br />D. Severability. If any term or provision of this Agreement and/or SOW(s) is held to be prohibited by or <br />illegal, unenforceable or invalid_yi}ller applicable law or court of competent jurisdiction, such term or <br />provision will be ineffective only; to ,the extent of such prohibition, illegality, unenforceability or <br />invalidity, and the remaining provisions of the Agreement and/or SOW(s) shall not be affected thereby. <br />E. Choice of Law. The laws of the State of North Carolina shall govern, construe and enforce all of the <br />rights, remedies and duties of the Parties arising from or in any way related to the subject matter of this <br />Agreement and/or SOW(s). The United Nations Convention on Contracts for the International Sale of <br />Goods does not apply to this Agreement and/or SOW(S). The Parties agree that jurisdiction and venue <br />for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal <br />courts located in Orange County and the Middle District of the State of North Carolina, United States of <br />America, and the Parties hereby consent to such jurisdiction and venue <br />F. Waiver of Jurv Trial. The Parties hereto waive, to the extent permitted by law, all rights to a jury trial <br />in any action or proceeding to enforce or defend any rights hereunder. <br />G. Force Maieure. In the event that either Party is unable to perform any of its obligations under this <br />Agreement, or to enjoy any of its benefits because of any event (hereinafter referred to as a "Force <br />Majeure event") which is a result of a judicial or government decree, regulation or other direction not the <br />fault of the Party who has been affected, communication line failure, power failure and any natural <br />disaster or act of God, war, terrorism, invasion, insurrection, riot, the order of any civil or military <br />authority, fire, flood, earthquake, weather, lockouts, strikes, the unavailability of personnel due to injury, <br />sickness, death or termination of employment, either voluntary or involuntary, or, without limitation, any <br />other cause beyond such Party's reasonable control, the Party who has been so affected shall promptly <br />give notice to the other Party and.. shall da everything possible to resume performance. Upon receipt of <br />©2010 ePlus Technology, inc. 11 <br />09/01/10 <br />