AND EACH PARTY
SUBMITS TO THE PERSONAL JURISDICTION OF ANY SUCH COURT AND WAIVES ANY OBJECTION
IT MAY HAVE TO THE LAYING OF VENUE THEREIN.
11. 6
HEADINGS.
HEADINGS ARE SUPPLIED HEREIN FOR
CONVENIENCE ONLY AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT FOR ANY
PURPOSE.
[***] Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed pursuant to Rule 24-b-2 promulgated under the
Securities Exchange Act of 1934, as amended, and the omitted portions
represented by [***] have been separately filed with the Securities and Exchange
Commission.
13
11.7
SEVERABILITY.
IF ANY TERM OR PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCES SHALL TO ANY
EXTENT BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT OR THE
APPLICATION OF SUCH TERMS OR PROVISIONS TO PERSONS OR CIRCUMSTANCES OTHER THAN
THOSE AS TO WHICH IT IS INVALID OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY
AND EACH TERM AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE TO
THE FULLEST EXTENT PERMITTED BY LAW.
11.8
CONFIDENTIALITY.
EXCEPT AS MAY BE REQUIRED BY
LAW OR REGULATIONS, NEITHER PARTY SHALL DISCLOSE ANY OF THE TERMS, CONDITIONS OR
OTHER PROVISIONS OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY. IN THE EVENT OF SUCH REQUIRED DISCLOSURE, THE DISCLOSING PARTY
SHALL PROVIDE ADVANCE NOTICE TO THE OTHER PARTY AND TAKE ALL REASONABLE STEPS TO
OBTAIN A PROTECTIVE ORDER OR CONFIDENTIAL TREATMENT FOR THIS AGREEMENT.
11.9
PRESS RELEASE. RADVISION AND AVISTAR SHALL MAKE
THE PRESS RELEASE ANNOUNCEMENT SET FORTH IN EXHIBIT C. CPI MAY ALSO DISCLOSE
THAT RADVISION IS A LICENSEE OF THE CPI LICENSED PATENTS WITHOUT REFERENCE TO
ANY OF THE SPECIFIC TERMS OR CONDITIONS OF THIS AGREEMENT,
11.10
CONSEQUENTIAL DAMAGES.
IN NO EVENT WILL ANY PARTY BE
LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN
ANY WAY IN CONNECTION WITH THIS AGREEMENT.
THIS LIMITATION WILL APPLY EVEN IF A
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.11
PARTIES ADVISED BY COUNSEL. THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN UNRELATED PARTIES WHO ARE SOPHISTICATED AND KNOWLEDGEABLE IN
THE MATTERS CONTAINED IN THIS AGREEMENT AND WHO HAVE ACTED IN THEIR OWN SELF
INTEREST. IN ADDITION, EACH PARTY HAS BEEN REPRESENTED BY LEGAL COUNSEL. THIS
AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY TO THIS
AGREEMENT BECAUSE THAT PARTY OR ANY ATTORNEY OR REPRESENTATIVE FOR THAT PARTY
DRAFTED OR PARTICIPATED IN THE DRAFTING OF THIS AGREEMENT.
11.12
COMPLIANCE. THE PARTIES SHALL COMPLY WITH ALL FEDERAL,
STATE AND LOCAL LAWS (INCLUDING REGULATIONS, ORDERS AND ORDINANCES) NOW OR
HEREAFTER ENACTED, OF ANY JURISDICTION IN WHICH PERFORMANCE OCCURS OR MAY OCCUR
HEREUNDER. WITHOUT LIMITATION, EACH PARTY HEREBY ACKNOWLEDGES THAT THE RIGHTS
AND OBLIGATIONS OF THIS AGREEMENT ARE SUBJECT TO THE LAWS AND REGULATIONS OF THE
UNITED STATES RELATING TO THE EXPORT