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<br />AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS)
<br />13.2.2. the Customer or the Product becomes subject to Trade Control Laws and, as a result, AVEVA
<br />determines that, in its reasonable opinion, the continued performance of its obligations under this
<br />Agreement could result in AVEVA or its Affiliates being in violation of, or being subject to negative
<br />consequences under, Trade Control Laws.
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<br />14. MISCELLANEOUS.
<br />14.1 Assignment. The Agreement shall extend to and be binding upon the Parties to the Agreement, their
<br />successors, and assigns, provided, however, that neither Party shall assign or transfer the Agreement
<br />without the other Party’s prior written consent, which shall not be unreasonably withheld, delayed or
<br />conditioned. Notwithstanding the foregoing limitation, AVEVA may assign or transfer the Agreement, in
<br />whole or in part, without obtaining the consent of Customer, to a parent company or subsidiary or in
<br />connection with the transfer or sale of its entire business or sale of all or substantially all of its assets, or in
<br />the event of a merger, divestiture, internal reorganization or consolidation with another company.
<br />14.2 Independent Contractor. AVEVA is an independent contractor, and each Party agrees that no partnership,
<br />joint venture, agency, fiduciary, or employment relationship exists between the Parties.
<br />14.3 Force Majeure. Except for Customer’s payment obligations, neither Party shall be liable for delays caused
<br />by conditions beyond their reasonable control, (“Force Majeure”), provided that notice thereof is given to the
<br />other Party as soon as practicable. All such Force Majeure conditions preventing performance shall entitle
<br />the Party hindered in the performance of its obligations under the Agreement to an extension of the date of
<br />delivery of the Products or completion of the Support Services by a period of time equal to the period of
<br />delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing.
<br />14.4 Waiver. The waiver (whether express or implied) by either Party of a breach or default of any of the
<br />provisions of the Agreement (including any Transaction Document) by the other Party shall not be construed
<br />as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on
<br />the part of either Party to exercise or avail itself of any right power or privilege that it has or may have
<br />hereunder operate as a waiver of any breach or default by the other Party.
<br />14.5 Notices. All notices and other communications required or permitted under the Agreement will be in writing
<br />and delivered by confirmed transmission, by courier or overnight delivery service with written verification of
<br />receipt, or by registered or certified mail, return receipt requested, postage prepaid, and in each instance,
<br />will be deemed given upon receipt. All such notices, approvals, consents and other communications will be
<br />sent to the addresses provided in the Transaction Documents or to such other address as may be specified
<br />in writing by either Party to the other in accordance with this Section 14.5.
<br />14.6 Invalidity and Severability. If any provision of the Agreement (including any Transaction Document) shall be
<br />found by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision shall
<br />not affect the other provisions of the Agreement and all provisions not affected by such invalidity or
<br />unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for
<br />any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent
<br />possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
<br />14.7 Negotiated Terms. The Parties agree that the terms and conditions of the Agreement are the result of
<br />negotiations between the Parties and that the Agreement shall not be construed in favor of or against either
<br />Party by reason of the extent to which such Party or its professional advisors participated in the preparation
<br />of the Agreement.
<br />14.8 Survival of Provisions. The provisions of the Agreement that by their nature survive expiration or termination
<br />of the Agreement will survive expiration or termination of the Agreement, including, but not limited to, the
<br />following Sections of these GTCs: 3 (Payments and Invoicing), 4 (Intellectual Property Rights), 5
<br />(Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9.3 (Indemnification by Customer),
<br />10 (Term and Termination), 12 (Third-Party Products ), 14 (Miscellaneous), and Exhibit A (Definitions).
<br />14.9 Governing Law and Jurisdiction. The validity of the Agreement and the rights, obligations and relations of
<br />the Parties under the Agreement and in any dispute between them will be construed and determined under
<br />and in accordance with the substantive laws of the State of Texas, without regard to such state’s principles
<br />of conflicts of law. If a court must enter or enforce an arbitration award, if a party applies solely for preliminary
<br />or injunctive relief, or if the binding arbitration provision set forth in Section 14.10 (Binding Arbitration) is
<br />deemed invalid or ineffective, then each Party irrevocably agrees to submit to the exclusive jurisdiction of
<br />(and waives any objection to the venue of) the federal or state courts located in Harris County, Texas to
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 19 of 51)
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