INJUNCTIVE RELIEF AGAINST THE BREACH OR THREATENED BREACH OF THE
PROVISIONS OF SECTION II, IV OR VII WITHOUT THE NECESSITY OF POSTING BOND OR
PROVING ACTUAL DAMAGES.
THE PARTIES AGREE THAT THE REMEDIES SET FORTH IN THIS
SECTION 12.4 ARE IN ADDITION TO AND IN NO WAY PRECLUDE ANY OTHER REMEDIES OR
ACTIONS THAT MAY BE AVAILABLE AT LAW OR UNDER THIS AGREEMENT.
12.5
ATTORNEYS' FEES.
THE PREVAILING PARTY IN ANY
ACTION OR SUIT SHALL BE ENTITLED TO RECOVER ALL COSTS IT INCURRED IN CONNECTION
THEREWITH, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES.
12.6
NO WAIVER.
THE FAILURE OF EITHER PARTY TO
REQUIRE PERFORMANCE BY THE OTHER PARTY OF ANY PROVISION HEREOF SHALL NOT AFFECT
ITS RIGHT TO REQUIRE SUCH PERFORMANCE AT ANY TIME THEREAFTER; NOR SHALL THE
WAIVER BY EITHER PARTY OF A BREACH OF ANY PROVISION HEREOF BE TAKEN OR HELD TO
BE A WAIVER OF THE PROVISION ITSELF.
ANY SUCH WAIVER OR ANY AMENDMENT OF THIS
AGREEMENT MUST BE IN WRITING AND SIGNED BY BOTH PARTIES TO BE EFFECTIVE.
12.7
HEADINGS.
HEADINGS INCLUDED HEREIN ARE FOR
CONVENIENCE ONLY AND WILL NOT BE USED TO CONSTRUE THIS AGREEMENT.
12.8
SEVERABILITY.
IF ONE OR MORE PROVISIONS IN THIS
AGREEMENT ARE RULED ENTIRELY OR PARTLY INVALID OR UNENFORCEABLE BY ANY COURT OR
GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION, THEN: (I) THE VALIDITY AND
ENFORCEABILITY OF ALL PROVISIONS NOT RULED TO BE INVALID OR UNENFORCEABLE SHALL
REMAIN UNAFFECTED; (II) THE EFFECT OF SUCH RULING SHALL BE LIMITED TO THE BODY
MAKING THE RULING; (III) THE PROVISION(S) HELD WHOLLY OR PARTLY INVALID OR
UNENFORCEABLE SHALL BE DEEMED AMENDED, AND THE PARTIES SHALL REFORM THE
PROVISION(S) TO THE MINIMUM EXTENT NECESSARY TO RENDER THEM VALID AND
ENFORCEABLE IN CONFORMITY WITH THE PARTIES' INTENT AS MANIFESTED HEREIN; AND
(IV) IF THE RULING, OR THE CONTROLLING PRINCIPLE OF LAW OR EQUITY LEADING TO THE
RULING, IS SUBSEQUENTLY OVERRULED, MODIFIED, OR AMENDED, THEN THE PROVISION(S)
IN QUESTION, AS ORIGINALLY SET FORTH IN THIS AGREEMENT, SHALL BE DEEMED VALID
AND ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY THE NEW CONTROLLING PRINCIPLE
OF LAW OR EQUITY.
12.9
INDEPENDENT CONTRACTORS.
THE RELATIONSHIP
BETWEEN LICENSEE AND LICENSOR IS SOLELY THAT OF INDEPENDENT CONTRACTORS.
NEITHER PARTY NOR ITS EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE CONSIDERED
EMPLOYEES, AGENTS, PARTNERS, FRANCHISEES, JOINT VENTURERS OR REPRESENTATIVES OF
THE OTHER PARTY.
NEITHER PARTY SHALL ACT OR REPRESENT ITSELF, DIRECTLY OR BY
IMPLICATION, AS AGENT, PARTY TO A JOINT VENTURE WITH THE OTHER PARTY, PARTNER OR
REPRESENTATIVE OF THE OTHER, OR IN ANY MANNER ASSUME OR ATTEMPT TO ASSUME OR
CREATE ANY OBLIGATION OR LIABILITY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF
OF, OR IN THE NAME OF, THE OTHER.
12.10
EXPORT CONTROLS.
LICENSEE UNDERSTANDS THAT THE
LICENSED TECHNOLOGY IS SUBJECT TO THE EXPORT CONTROL LAWS AND REGULATIONS OF THE
U.S. OR OTHER APPLICABLE JURISDICTIONS.
LICENSEE AGREES THAT IT WILL NOT EXPORT
OR RE-EXPORT THE LICENSED TECHNOLOGY IN VIOLATION OF SUCH LAWS OR REGULATIONS.
12.11
CORRUPT PRACTICES.
LICENSEE SHALL NOT, DIRECTLY OR
INDIRECTLY, MAKE, OFFER OR