STATES FIRST
CLASS MAIL, POSTAGE PREPAID, AND ADDRESSED:
(I)
IF TO YOU, AT YOUR ADDRESS SET FORTH ON
THE FIRST PAGE OF THIS AGREEMENT;
(II)
IF TO US, AT ONE SOUTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606, ATTN: PRESIDENT; AND
(III)
TO EITHER PARTY AT ANY OTHER ADDRESS.
AS
SUCH PARTY MAY, BY NOTICE AS HEREIN PROVIDED, RECEIVED BY THE OTHER, DESIGNATE
AS ITS ADDRESS FOR ALL NOTICES UNDER THIS AGREEMENT.
(D)
THIS AGREEMENT SHALL BE BINDING ON, AND
INURE TO THE BENEFIT OF, US AND YOU AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS
AND CONTAINS OUR ENTIRE UNDERSTANDING AND AGREEMENT WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
IT IS UNDERSTOOD AND AGREED THAT FROM TIME TO TIME WE MAY,
WITHOUT NOTICE TO YOU, (I) DECIDE THAT ANY OR ALL OF THE PURCHASES PURSUANT
HERETO SHALL BE MADE BY ONE OR MORE OF OUR AFFILIATES, SUBSIDIARIES, OR
SUBSIDIARIES OF OUR AFFILIATES; (II) ASSIGN TO ONE OR MORE OF OUR AFFILIATES,
SUBSIDIARIES OR SUBSIDIARIES OF OUR AFFILIATES, ALL OF OUR RIGHT, TITLE AND
INTEREST IN ANY CONTRACT PURCHASED BY US HEREUNDER AND THE SOFTWARE COVERED BY
ANY SUCH CONTRACT; AND (III) ASSIGN THIS AGREEMENT IN WHOLE OR IN PART AND/OR
ALL OR PART OF OUR RIGHTS AND BENEFITS UNDER THIS AGREEMENT TO ANY PERSON,
PROVIDED HOWEVER, THAT WE SHALL GIVE YOU NOTICE OF ANY ASSIGNMENT DESCRIBED IN
CLAUSE (III) OF THIS SENTENCE.
IF ONE OR MORE OF OUR AFFILIATES, SUBSIDIARIES
OR SUBSIDIARIES OF OUR AFFILIATES PURCHASE ANY CONTRACT, SUCH PURCHASE OR
PURCHASES SHALL BE MADE UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(E)
THIS AGREEMENT HAS BEEN DELIVERED FOR
ACCEPTANCE BY US IN CHICAGO, ILLINOIS AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
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YOU HEREBY (I) WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE OR
DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS AGREEMENT; (II) IRREVOCABLY
SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN COOK COUNTY,
ILLINOIS, OVER ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING
FROM OR RELATED TO THIS AGREEMENT; (III) IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT YOU MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING; (IV) AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW; AND (V) AGREE NOT TO INSTITUTE ANY LEGAL ACTION OR
PROCEEDING AGAINST US OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
PROPERTY, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT IN
ANY COURT OTHER THAN ONE LOCATED IN COOK COUNTY, ILLINOIS.
NOTHING IN THIS
PARAGRAPH SHALL AFFECT OR IMPAIR OUR RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER
PERMITTED BY LAW OR OUR RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST YOU OR
YOUR PROPERTY IN THE