|
of carriers, third-party local exchange and long distance carriers, utilities, Internet service providers, transmitt ers,
<br />vandals, or hackers, or any other similar causes that may be beyond its control (a “Force Majeure Event”).
<br />
<br />d. Notice. Any notice or communication required to be given by either party must be in writing and made by
<br />hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
<br />communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set
<br />forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed
<br />delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service;
<br />or (b) when electronically confirmed, if delivered by facsimile.
<br />
<br />e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will,
<br />as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting i n
<br />any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
<br />Agreement invalid, illegal, or unenforceable in any other jurisdiction.
<br />
<br />f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf
<br />(or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
<br />delivered will be deemed an original, but all such counterparts will together constitute but one and the same
<br />instrument.
<br />
<br />g. Publicity. Except as provided in this Section, neither party will make any press release, public statement
<br />or other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which
<br />consent will not be unreasonably withheld. Notwiths tanding the foregoing, Innovative will have the right to issue
<br />public statements pertaining to the existence of the business relationship between Innovative and Client, including
<br />the right to limited use of Client’s name, logo and other reasonable non -confidential information in press releases,
<br />web pages, advertisements, and other marketing materials.
<br />
<br />h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations
<br />hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any
<br />assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing, a
<br />party may assign this Agreement without the other party’s consent (i) as part of a corporate reorganization,
<br />consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party
<br />provided that any such assignment will not release the assigning party from its obligations under this Ag reement.
<br />
<br />i. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY
<br />TRIAL IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT
<br />OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings here under will be conducted in the
<br />English language; any translation of this Agreement into another language will be for convenience only but will not
<br />modify the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement.
<br />
<br />j. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all
<br />prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish
<br />or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that
<br />they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have
<br />included in this Agreement all terms material to the parties’ rights and obligations with respect to the subject matter
<br />hereof and intend this document to be the final expression of their contractual intent. The parties further represent
<br />and acknowledge that communications exchanged between the parties during contrac t negotiation (including,
<br />without limitation, requests for proposal (“RFPs”) and Innovative’s responses to such RFPs; questionnaires and
<br />responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such
<br />documents submitted by Client will be for Client’s internal administrative purposes only and the terms and conditions
<br />contained in any such purchase order, work order or other such document will have no force or effect and will not
<br />amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License
<br />Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control:
<br />1. License Agreement, 2. GTCs and 3. any other terms, agreem ents, exhibits or schedules included in, or
<br />referenced by the Agreement.
<br />
<br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2
|