RIGHTS AND DUTIES OF THE PARTIES TOWARD EACH OTHER SHALL CEASE EXCEPT:
(I)
THAT THE COMPANY SHALL BE OBLIGED TO
PAY, WITHIN 30 DAYS OF RECEIPT OF THE CONTRACTOR'S INVOICE, ALL AMOUNTS OWING TO
CONTRACTOR FOR UNPAID SERVICES THROUGH THE TERMINATION DATE; AND
(II)
SECTIONS 4, 5, 6, 9 AND 11 SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.
10.
Assignment. Neither this Agreement nor any
right hereunder nor interest herein may be assigned or transferred by the
Company or the Contractor without the written consent of the other.
11.
Arbitration and Equitable Relief.
(A)
ARBITRATION.
EXCEPT AS PROVIDED IN
SECTION 11(B) BELOW, THE COMPANY AND CONTRACTOR AGREE THAT ANY DISPUTE OR
CONTROVERSY ARISING OUT OF OR RELATING TO ANY INTERPRETATION, CONSTRUCTION,
PERFORMANCE OR BREACH OF THIS AGREEMENT SHALL BE SETTLED BY ARBITRATION TO BE
HELD IN SANTA CLARA COUNTY, CALIFORNIA
BEFORE A SINGLE, NEUTRAL ARBITRATOR
ASSOCIATED WITH THE JUDICIAL ARBITRATION AND MEDIATION SERVICE ("JAMS").
THE
ARBITRATOR SHALL BE SELECTED BY THE PARTIES OR, IF THE PARTIES ARE UNABLE TO
AGREE, BY JAMS, IN ACCORDANCE WITH ITS SELECTION PRACTICES.
THE ARBITRATOR MAY
GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH DISPUTE OR CONTROVERSY.
THE DECISION
OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE
ARBITRATION.
JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT
OF COMPETENT JURISDICTION.
UNLESS OTHERWISE REQUIRED TO PRESERVE THE
ENFORCEABILITY OF THIS ARBITRATION CLAUSE, THE COMPANY AND CONTRACTOR SHALL EACH
PAY ONE-HALF OF THE COSTS AND EXPENSES OF SUCH ARBITRATION.
(B)
EQUITABLE RELIEF.
CONTRACTOR AGREES THAT IT
WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES
FROM ANY BREACH OF THE COVENANTS SET FORTH IN SECTION 4 OR 5 HEREIN.
ACCORDINGLY, CONTRACTOR AGREES THAT IF CONTRACTOR BREACHES SECTIONS 4 OR 5, THE
COMPANY WILL HAVE
6
Initials: Contractor
/s/ J.R.A.
Accuray
/s/ D.M.
AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO
OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION AN INJUNCTION RESTRAINING SUCH
BREACH OR THREATENED BREACH AND SPECIFIC PERFORMANCE OF ANY SUCH PROVISION.
CONTRACTOR FURTHER AGREES THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN
OBTAINING SUCH EQUITABLE RELIEF AND CONTRACTOR HEREBY CONSENTS TO THE ISSUANCES
OF SUCH INJUNCTION AND TO THE ORDERING OF SUCH SPECIFIC PERFORMANCE.
12.
Miscellaneous.
(A)
AMENDMENTS AND WAIVERS.
ANY TERM OF THIS
AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE WRITTEN CONSENT OF THE PARTIES.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING
THE EXHIBITS HERETO, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES AND
SUPERSEDES AND REPLACES ALL ORAL NEGOTIATIONS AND PRIOR WRITINGS WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
(C)
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED
BY THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED SUFFICIENT UPON
RECEIPT, WHEN DELIVERED PERSONALLY OR BY COURIER OR OVERNIGHT DELIVERY SERVICE,
OR THREE DAYS AFTER BEING DEPOSITED IN THE REGULAR UNITED STATES MAIL AS
CERTIFIED OR REGISTERED MAIL (AIRMAIL IF SENT INTERNATIONALLY) WITH POSTAGE
PREPAID, IF SUCH NOTICE IS ADDRESSED TO THE PARTY TO BE NOTIFIED AT SUCH