TO AFFECT ANY SUCH GOVERNMENTAL ACT OR DECISION.
15.8 GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS.
THE PARTIES
EXPRESSLY EXCLUDE APPLICATION OF THE UNITED NATIONS CONVENTION FOR THE
INTERNATIONAL SALE OF GOODS.
15.9 GOVERNMENTAL CONSENT.
VTAL SHALL BE RESPONSIBLE FOR TIMELY FILINGS OF THIS
AGREEMENT WITH ANY REQUIRED GOVERNMENT ENTITIES WITHIN THE TERRITORY.
IF ANY
SUCH GOVERNMENTAL ENTITY OBJECTS TO THIS AGREEMENT OF ANY PROVISION HEREOF, THE
PARTIES SHALL HAVE THE RIGHT TO SUSPEND OR DISCONTINUE DISTRIBUTION OF THE R2
PRODUCT WITHIN SUCH REGION OR COUNTRY IN THE TERRITORY.
15.10
INDEPENDENT CONTRACTORS.
THE RELATIONSHIP OF THE PARTIES
ESTABLISHED BY THIS AGREEMENT IS THAT OF INDEPENDENT CONTRACTORS, AND NOTHING
CONTAINED IN THIS AGREEMENT SHOULD BE CONSTRUED TO GIVE EITHER PARTY THE POWER
TO DIRECT OR CONTROL THE DAY-TO-DAY ACTIVITIES OF THE OTHER.
ALL FINANCIAL AND
OTHER OBLIGATIONS ASSOCIATED WITH EACH PARTY'S BUSINESS ARE THE SOLE
RESPONSIBILITY OF THAT PARTY.
15.11
INJUNCTIVE REMEDIES.
EACH PARTY ACKNOWLEDGES THAT DUE TO THE NATURE
OF PROPRIETARY INFORMATION, ANY BREACH OR THREATENED BREACH OF SECTIONS 2.6,
5.3, OR 13 WOULD RESULT IN IRREPARABLE HARM TO THE NON-BREACHING PARTY, FOR
WHICH THERE IS NO ADEQUATE REMEDY AT LAW, AND THEREFORE, THE NON-BREACHING PARTY
SHALL BE ENTITLED TO APPLY FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF TO RESTRAIN
SUCH MATERIAL BREACH IN ADDITION TO OTHER APPROPRIATE REMEDIES.
15.12
MODIFICATION.
NO ALTERATION, AMENDMENT, WAIVER, CANCELLATION OR ANY
OTHER CHANGE IN ANY TERM OR CONDITION OF THIS AGREEMENT SHALL BE VALID OR
BINDING ON EITHER PARTY UNLESS THE SAME SHALL HAVE BEEN MUTUALLY ASSENTED TO IN
WRITING BY BOTH PARTIES.
15.13
NO IMPLIED LICENSES.
EXCEPT FOR THE LICENSES GRANTED BY THE EXPRESS
TERMS OF THIS AGREEMENT, EACH PARTY RESERVES AND RETAINS ALL RIGHT, TITLE, AND
INTEREST IN AND TO ITS PRODUCTS, TECHNOLOGY, AND ALL INTELLECTUAL PROPERTY
RIGHTS THEREIN AND NO RIGHT OR LICENSE SHALL BE DEEMED GRANTED BY IMPLICATION,
ESTOPPEL, OR OTHERWISE.
15.14
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN BY EITHER
PARTY UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE PERSONALLY DELIVERED
OR SENT BY COMMERCIAL COURIER SERVICE (E.G., DHL), OR BY REGISTERED OR CERTIFIED
MAIL BY THE U.S.
POSTAL SERVICE, POSTAGE PREPAID, OR SENT BY FAX OR TELECOPY
AND CONFIRMED BY FIRST CLASS MAIL (REGISTERED OR CERTIFIED), POSTAGE PREPAID, TO
THE OTHER PARTY AT THE ADDRESS FIRST SHOWN ABOVE OR AT SUCH OTHER ADDRESS OF
WHICH SUCH PARTY GIVES NOTICE HEREUNDER.
IF MAILED, NOTICES WILL BE DEEMED
EFFECTIVE FIVE (5) WORKING DAYS AFTER DEPOSIT, POSTAGE PREPAID, IN THE MAIL.
15.15
PARTIAL INVALIDITY.
IF ANY PROVISION IN THIS AGREEMENT SHALL BE
FOUND OR BE HELD TO BE INVALID OR UNENFORCEABLE IN ANY JURISDICTION IN WHICH
THIS AGREEMENT IS BEING PERFORMED, THEN THE MEANING OF SAID PROVISION SHALL BE
CONSTRUED, TO THE EXTENT FEASIBLE, SO AS TO RENDER THE PROVISION ENFORCEABLE,
AND IF NO FEASIBLE INTERPRETATION WOULD SAVE SUCH PROVISION, IT SHALL BE SEVERED
FROM THE REMAINDER OF THIS AGREEMENT,