PRIOR TO THE PARTIES HAVING ACCESS TO ONE ANOTHER'S
CONFIDENTIAL INFORMATION, AS PROVEN WITH DOCUMENTARY EVIDENCE, OR (E) IS
REQUIRED BY COURT ORDER OR BY GOVERNMENTAL AUTHORITY TO BE DISCLOSED, PROVIDED
THAT SUCH RECEIVING PARTY PROMPTLY NOTIFIES THE DISCLOSING PARTY THAT IT MAY BE
REQUIRED TO MAKE A DISCLOSURE AND USES REASONABLE EFFORTS TO MAKE SUCH
DISCLOSURE SUBJECT TO A PROTECTIVE ORDER OR CONFIDENTIALITY AGREEMENT.
SECTION 9.
PUBLICITY
9.1.
THE PARTIES WILL JOINTLY DRAFT AND APPROVE ANY
PRESS RELEASE AND OTHER ANNOUNCEMENTS TO THE PUBLIC RELATING TO THE LICENSED
PRODUCT AND THE INTENDED COOPERATION SET FORTH HEREIN; NEITHER PARTY SHALL ISSUE
ANY OTHER PRESS RELEASE OR MAKE ANY OTHER PUBLIC ANNOUNCEMENT RELATING TO THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
10
SECTION 10.
GENERAL TERMS
10.1.
THIS AGREEMENT IS NOT TRANSFERABLE OR ASSIGNABLE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, EXCEPT BY MERGER,
REORGANIZATION, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE
PARTY'S ASSETS.
10.2.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
ITS CHOICE OF LAW RULES.
10.3.
THIS AGREEMENT, INCLUDING THE SCHEDULES, CONTAINS
THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREIN AND SUPERSEDES ALL PREVIOUS AND COLLATERAL AGREEMENTS RELATING THERETO.
10.4.
THIS AGREEMENT MAY ONLY BE AMENDED AND OBLIGATIONS
UNDER THIS AGREEMENT MAY ONLY BE WAIVED BY A WRITTEN INSTRUMENT SIGNED BY BOTH
PARTIES.
NO FAILURE OR DELAY BY ANY PARTY IN EXERCISING ANY RIGHT UNDER THIS
AGREEMENT SHALL OPERATE AS A WAIVER.
10.5.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE
CONSTRUED AS MAKING EITHER PARTY THE AGENT OF THE OTHER PARTY, AS GRANTING TO
THE OTHER PARTY THE RIGHT TO ENTER INTO ANY CONTRACT ON BEHALF OF THE OTHER
PARTY, OR AS ESTABLISHING A PARTNERSHIP OR A RELATIONSHIP OF PRINCIPAL OR AGENT
BETWEEN THE PARTIES.
10.6.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF LAW, OR PUBLIC
POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS
REMAIN IN FULL FORCE AND EFFECT.
10.7.
THE HEADINGS OF SECTIONS, PORTIONS OR PARAGRAPHS OF
THE AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION
OF THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES.
10.8.
NEITHER PARTY SHALL BE LIABLE ON ACCOUNT OF OR LOSE
ITS RIGHTS UNDER THIS AGREEMENT BECAUSE OF ANY DELAY OR FAILURE IN PERFORMANCE
(OTHER THAN PAYMENT) CAUSED BY GOVERNMENTAL RESTRICTIONS, WAR, CIVIL COMMOTION,
RIOTS, STRIKES, LOCK OUTS AND ACTS OF GOD SUCH AS FIRE AND FLOOD OR OTHER
SIMILAR CASES THAT ARE BEYOND THE CONTROL OF THE PARTIES.
10.9.
ALL NOTICES, CONSENTS AND APPROVALS GIVEN UNDER
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DELIVERED IN PERSON, BY FIRST
CLASS OR EXPRESS MAIL OR BY FACSIMILE CONFIRMED BY TELEPHONE TO THE ADDRESS SET
FORTH BELOW:
If to Philips:
Philips Speech Processing GmbH
Computerstrasse 6
A-1101 Vienna, Austria
Facsimile: