BIND THE OTHER IN ANY MANNER, AND
NOTHING HEREIN CONTAINED SHALL GIVE RISE OR IS INTENDED TO GIVE RISE TO ANY
RIGHTS OF ANY KIND TO ANY THIRD PARTIES.
NEITHER PARTY WILL REPRESENT TO THE
CONTRARY, EITHER EXPRESSLY, IMPLICITLY OR OTHERWISE.
14.8
MARKING REQUIREMENT.
TO THE EXTENT COMMERCIALLY
FEASIBLE, AND CONSISTENT WITH PREVAILING BUSINESS PRACTICES AND APPLICABLE LAW,
ALL LICENSED PRODUCTS SOLD PURSUANT TO THIS AGREEMENT WILL BE MARKED WITH THE
NUMBER OF EACH ISSUED PATENT THAT APPLIES TO SUCH LICENSED PRODUCTS.
10
14.9
GOVERNING LAW; CONSENT TO JURISDICTION.
ALL
DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT, OR THE
NEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO ITS RULES OF
CONFLICT OF LAWS.
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF J.A.M.S./ENDISPUTE, INC. TO RESOLVE
ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER AGREEMENT EXECUTED AND DELIVERED PURSUANT TO THIS
AGREEMENT OR THE NEGOTIATION, VALIDITY OR PERFORMANCE HEREOF AND THEREOF OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND FURTHER CONSENTS TO THE
JURISDICTION OF THE COURTS OF MASSACHUSETTS FOR THE PURPOSES OF ENFORCING THE
ARBITRATION PROVISIONS OF SECTION 14.10 OF THIS AGREEMENT.
EACH PARTY FURTHER
IRREVOCABLY WAIVES ANY OBJECTION TO PROCEEDING BEFORE J.A.M.S./ENDISPUTE, INC.
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO SERVICES OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH
NOTICES ARE TO BE GIVEN.
EACH OF THE PARTIES HERETO AGREES THAT ITS OR HIS
SUBMISSION TO JURISDICTION AND ITS OR HIS CONSENT TO SERVICE OF PROCESS BY MAIL
IS MADE FOR THE EXPRESS BENEFIT OF THE OTHER PARTIES HERETO.
14.10
ARBITRATION.
IF ANY DISPUTE ARISES BETWEEN THE
PARTIES RELATING TO OR ARISING OUT OF THIS AGREEMENT, APPROPRIATE
REPRESENTATIVES OF THE PARTIES SHALL FIRST USE COMMERCIALLY REASONABLE EFFORTS
TO NEGOTIATE IN GOOD FAITH A RESOLUTION OF THE DISPUTE AS EXPEDITIOUSLY AS IS
REASONABLY POSSIBLE. IF THE DISPUTE IS NOT RESOLVED WITHIN THIRTY (30) DAYS
AFTER THE DATE THAT A PARTY REFERRED THE MATTER TO THE OTHER PARTY VIA WRITTEN
NOTICE INVOKING THE RELIEF CONTAINED WITHIN THIS SECTION, THE DISPUTE SHALL BE
REFERRED TO BINDING ARBITRATION UNDER THE RULES OF THE J.A.M.S. / ENDISPUTE WITH
SUCH ARBITRATION TO BE HELD IN BOSTON, MASSACHUSETTS.
THIS SECTION 14.10
APPLIES EQUALLY TO REQUESTS FOR TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTIVE
RELIEF, EXCEPT THAT IN THE CASE OF TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF
ANY PARTY MAY PROCEED IN COURT WITHOUT PRIOR ARBITRATION FOR THE LIMITED PURPOSE
OF AVOIDING IMMEDIATE AND IRREPARABLE HARM.
14.11
COMPLETE AGREEMENT.
THIS AGREEMENT, INCLUDING THE
EXHIBITS HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES.
IT
SUPERSEDES AND REPLACES ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS OR
AGREEMENTS, WRITTEN OR ORAL, REGARDING SUCH SUBJECT MATTER, AND PREVAILS OVER
ANY CONFLICTING TERMS OR CONDITIONS CONTAINED ON PRINTED FORMS SUBMITTED WITH
PURCHASE ORDERS, SALES ACKNOWLEDGMENTS OR QUOTATIONS.