WAIVER ON ONE OCCASION WILL NOT BE DEEMED TO BE A WAIVER OF THE
SAME OR ANY OTHER BREACH ON A FUTURE OCCASION.
ALL REMEDIES, EITHER UNDER THIS
AGREEMENT, OR BY LAW OR OTHERWISE AFFORDED, WILL BE CUMULATIVE AND NOT
ALTERNATIVE.
7
THE FAILURE OF EITHER PARTY TO EXERCISE IN ANY RESPECT ANY RIGHT PROVIDED FOR
HEREIN SHALL NOT BE DEEMED A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT
HEREUNDER.
6.7
RETURN OF INFORMATION.
UPON COMPLETION OF THE SERVICES,
OR UPON REQUEST BY EITHER PARTY, THE PARTY TO WHICH ANY PROPRIETARY OR
CONFIDENTIAL INFORMATION ("PROPRIETARY INFORMATION") HAS BEEN DISCLOSED TO OR
OTHERWISE RECEIVED OR OBTAINED (THE "TRANSFEREE") SHALL DELIVER OVER TO THE
REQUESTING PARTY (THE "TRANSFEROR") ALL PROPRIETARY INFORMATION EMBODIED IN
TANGIBLE FORM AND MATERIAL BY THE TRANSFEREE, INCLUDING ALL COPIES OF DOCUMENTS,
DATA, SOFTWARE, PROGRAMS AND THINGS, INCLUDING ALL RECORDINGS ON MAGNETIC,
OPTICAL AND OTHER MEDIA, AND ALL LISTINGS, COMPRISING OR EMBODYING PROPRIETARY
INFORMATION AND SHALL NOT TAKE OR RETAIN ANY COPIES THEREOF.
NOTWITHSTANDING
THE FOREGOING, THE TRANSFEREE SHALL BE ENTITLED TO RETAIN ONE (1) COPY OF ANY
PROPRIETARY INFORMATION FOR ARCHIVAL REASONS ONLY.
6.8
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
NEITHER PARTY MAY ASSIGN ITS RIGHTS OR
DELEGATE ITS OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY, WHICH CONSENT SHALL NOT BE REASONABLY WITHHELD.
NOTHING HEREIN
SHALL PRECLUDE EITHER PARTY FROM ASSIGNING THIS AGREEMENT TO AN ENTITY THAT
SUCCEEDS TO ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE ASSIGNING
PARTY, PROVIDED THAT THE SUCCEEDING ENTITY AGREES TO BE BOUND BY THE TERMS
HEREOF EITHER IN WRITING OR BY OPERATION OF LAW.
6.9
AMENDMENTS.
THIS AGREEMENT MAY BE MODIFIED OR AMENDED
ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY EACH OF THE PARTIES.
6.10
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES ALL PRIOR
DISCUSSIONS AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT, AND THIS AGREEMENT CONTAINS THE SOLE AND ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
6.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
SIMULTANEOUSLY IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SIGNATURES OF THE PARTIES TRANSMITTED BY FACSIMILE SHALL BE DEEMED TO BE THEIR
ORIGINAL SIGNATURES FOR ALL PURPOSES.
6.12
HEADINGS, GENDER. ETC.
THE HEADINGS USED IN THIS AGREEMENT
HAVE BEEN INSERTED FOR CONVENIENCE AND DO NOT CONSTITUTE MATTER TO BE CONSTRUED
OR INTERPRETED IN CONNECTION WITH THIS AGREEMENT.
UNLESS THE CONTEXT OF THIS
AGREEMENT OTHERWISE REQUIRES, (A) WORDS OF ANY GENDER ARE DEEMED TO INCLUDE
OTHER GENDERS, (B) WORDS USING THE SINGULAR OR PLURAL NUMBER ALSO INCLUDE THE
PLURAL OR SINGULAR NUMBER, RESPECTIVELY, (C) THE TERMS "HEREOF," "HEREIN,"
"HEREBY," "HERETO," AND DERIVATIVE OR SIMILAR WORDS REFER TO THIS ENTIRE
AGREEMENT, AND (D) THE