AVAILABLE TO IT, NOR SHALL EITHER PARTY BE RELIEVED OF ITS OBLIGATION TO PAY ALL
FEES THAT ARE DUE AND OWING UNDER THIS AGREEMENT THROUGH THE EFFECTIVE DATE OF
TERMINATION.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES
RESULTING SOLELY FROM TERMINATION AS PERMITTED HEREIN.
11
MISCELLANEOUS.
11.1
COMPLIANCE WITH LAWS.
EACH PARTY SHALL COMPLY WITH ALL LAWS, RULES AND
REGULATIONS, IF ANY, APPLICABLE TO IT IN CONNECTION WITH THE PERFORMANCE OF ITS
OBLIGATIONS UNDER THE AGREEMENT.
11.2
Notices.
All notices shall be in English and in writing and (a) if
sent to Customer to the address identified on the Order Form and (b) if sent to
Google to such address as provided at: or
as otherwise provided in writing for such notice purposes; provided, however,
that all invoices and payments shall be sent to the attention of Google Finance,
all legal notices shall be sent to the attention of the Google Legal Department,
and all other correspondence shall be sent to the attention of the account
manager specified by Google.
Notice shall be deemed given (i) upon receipt when
delivered personally, (ii) upon written verification of receipt from overnight
courier, (iii) upon verification of receipt of registered or certified mail or
(iv) upon verification of receipt via facsimile, provided that such notice is
also sent simultaneously via first class mail.
11.3
ASSIGNMENT.
*** FOR PURPOSES OF THIS SENTENCE, AN ASSIGNMENT WILL BE
DEEMED TO INCLUDE ANY TRANSACTION IN WHICH ANOTHER PARTY OR PARTIES ACQUIRE THE
DIRECT OR INDIRECT POWER TO DIRECT THE MANAGEMENT AND POLICIES OF A PARTY OR ITS
ASSETS, WHETHER BY WAY OF MERGER, CONSOLIDATION, CHANGE OF CONTROL, SALE OF ALL
OR SUBSTANTIALLY ALL OF A PARTY'S SECURITIES OR ASSETS, CONTRACT, MANAGEMENT
AGREEMENT OR OTHERWISE.
11.4
CONSULTATIONS.
BEFORE A PARTY INITIATES LEGAL ACTION AGAINST THE OTHER
ARISING FROM THE AGREEMENT (EXCEPT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF OR TO
OTHERWISE PROTECT ITS INTELLECTUAL PROPERTY RIGHTS), THE MATTER IN CONTROVERSY
WILL FIRST BE REFERRED TO AN OFFICER OF EACH PARTY, WHO SHALL MAKE GOOD FAITH
AND REASONABLE EFFORTS TO RESOLVE THE MATTER WITHIN FOUR (4) WEEKS OF THE DATE
OF REFERRAL.
11.5
GOVERNING LAW.
THE LAWS OF CALIFORNIA, EXCLUDING CALIFORNIA'S CHOICE OF
LAW RULES, AND APPLICABLE FEDERAL U.S. LAWS SHALL GOVERN THE AGREEMENT.
EACH
PARTY AGREES TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS
LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. THE PARTIES SPECIFICALLY EXCLUDE FROM
APPLICATION TO THE AGREEMENT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS
ACT.
11.6
EQUITABLE RELIEF.
EITHER PARTY MAY SEEK EQUITABLE RELIEF, INCLUDING
TEMPORARY RESTRAINING ORDERS OR INJUNCTIONS, IN ADDITION TO ALL OTHER REMEDIES,
FOR BREACH OR THREATENED BREACH OF CUSTOMER'S EXCLUSIVITY OBLIGATIONS CONTAINED
IN THIS AGREEMENT, EITHER PARTY'S LICENSE GRANT SET FORTH IN THIS AGREEMENT, OR
EITHER PARTY'S OBLIGATIONS CONTAINED IN SECTIONS 4 (OWNERSHIP; LICENSE GRANT) OR
SECTION 9.1 (CONFIDENTIALITY) OF THIS GSA.
11.7
ENTIRE AGREEMENT.
THE AGREEMENT SUPERSEDES ANY OTHER PRIOR OR
COLLATERAL AGREEMENTS,