OBLIGATIONS AS SOON AS PRACTICABLE.
11.4
NO ASSIGNMENT. NEITHER PARTY SHALL ASSIGN, TRANSFER OR PLEDGE THIS
AGREEMENT, OR ANY INTEREST OR RIGHTS OF ANY KIND HEREIN, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY, EXCEPT IN CONNECTION WITH A MERGER,
REORGANIZATION OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OR EQUITY
INTERESTS EITHER PARTY. SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND
ASSIGNS.
11.5
INDEPENDENT CONTRACTORS. IN PERFORMING THIS AGREEMENT, EACH OF THE
PARTIES WILL OPERATE AS, AND HAVE THE STATUS OF, AN INDEPENDENT CONTRACTOR. THIS
AGREEMENT DOES NOT CREATE ANY AGENCY, EMPLOYMENT, PARTNERSHIP, JOINT VENTURE,
FRANCHISE OR OTHER SIMILAR OR SPECIAL RELATIONSHIP BETWEEN THE PARTIES. NEITHER
PARTY WILL HAVE THE RIGHT OR AUTHORITY TO ASSUME OR CREATE ANY OBLIGATIONS OR TO
MAKE ANY REPRESENTATIONS, WARRANTIES OR COMMITMENTS ON BEHALF OF THE OTHER PARTY
OR ITS AFFILIATES, WHETHER EXPRESS OR IMPLIED, OR TO BIND THE OTHER PARTY OR ITS
AFFILIATES IN ANY RESPECT WHATSOEVER.
11.6
EXPORT CONTROL AND RESTRICTED RIGHTS. WPT ACKNOWLEDGES THAT THE LICENSED
PRODUCT AND SERVICES MAY BE SUBJECT TO UNITED STATES OR OTHER GOVERNMENTS'
EXPORT AND IMPORT LAWS AND REGULATIONS, AND ANY USE OR TRANSFER OF THE LICENSED
PRODUCT OR SERVICES MUST BE PERMITTED OR AUTHORIZED UNDER THOSE REGULATIONS.
EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT, WPT SHALL NOT EXPORT OR IMPORT
THE LICENSED PRODUCT OR SERVICES. TO THE EXTENT ANY EXPORT OR IMPORT IS
PERMITTED UNDER THIS AGREEMENT, WPT SHALL BE RESPONSIBLE FOR ENSURING THAT IT
COMPLIES WITH ALL LAWS AND
7
regulations of the United States and other applicable governments relating to
the Licensed Product and Services.
11.7
GOVERNING LAW/JURISDICTION. THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF
OR RELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES. IT SHALL
BE DEEMED TO BE EXECUTED IN SAN FRANCISCO, CALIFORNIA. THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO
THIS AGREEMENT. IN THE EVENT OF A DISPUTE, A PARTY SHALL NOTIFY THE OTHER PARTY
OF THE DISPUTE AND PROVIDE A REASONABLE DESCRIPTION OF THE DISPUTE. EACH PARTY
SHALL USE GOOD FAITH EFFORTS TO RESOLVE THE DISPUTE WITHIN TEN (10) BUSINESS
DAYS AFTER RECEIPT OF A DISPUTE NOTICE. IF THE PARTIES' BUSINESS REPRESENTATIVES
ARE UNABLE TO RESOLVE THE DISPUTE, OR AGREE UPON THE APPROPRIATE CORRECTIVE
ACTION TO BE TAKEN WITHIN SUCH TEN (10) BUSINESS DAYS, THEN EITHER PARTY MAY
INITIATE ARBITRATION PROCEEDINGS AS SET FORTH BELOW. IF THE PARTIES ARE UNABLE
TO RESOLVE A DISPUTE PURSUANT TO THE INFORMAL PROCEDURE SET FORTH ABOVE, THE
PARTIES SHALL THEN TRY TO RESOLVE THEIR DISPUTE THROUGH MEDIATION. IF THERE IS
STILL NO SETTLEMENT, THEN SUCH DISPUTE SHALL BE SUBMITTED TO BINDING
ARBITRATION, ACCORDING TO THE THEN-CURRENT COMMERCIAL ARBITRATION RULES AND
PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION SHALL BE HELD IN
SAN FRANCISCO, CALIFORNIA. THE ARBITRATION WILL BE CONDUCTED BY