THE TERMS HEREIN.
8.3
REMAINING INVENTORY.
IN THE EVENT OF INVENTORY REMAINING IN THE
POSSESSION OR CONTROL OF ELAN-POLO AT THE TERMINATION OR EXPIRATION OF THIS
TECHNOLOGY AGREEMENT, PARAGRAPH 4.1 OF THIS TECHNOLOGY AGREEMENT SHALL PREVAIL.
ANY AND ALL QUANTITIES OF LICENSED PRODUCTS OR OTHER WHEELED FOOTWEAR TO BE SOLD
BY ELAN-POLO AFTER THE INITIAL TERM SHALL BE PREVIOUSLY AGREED TO BY HEELING IN
WRITING, IN HEELING'S SOLE DISCRETION, EVEN IF THE TERM OF THIS TECHNOLOGY
AGREEMENT IS EXTENDED BEYOND THE INITIAL TERM.
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LIMITATIONS ON LIABILITY
9.1
IN NO EVENT SHALL HEELING HAVE ANY LIABILITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THIS
TECHNOLOGY AGREEMENT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, EVEN IF HEELING HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
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10
DISPUTES
10.1
RESOLUTION OF DISPUTES.
THE PARTIES AGREE ON BEHALF OF THEMSELVES
AND ANY PERSON CLAIMING BY OR THROUGH THEM TO SUBMIT TO THE SOLE AND EXCLUSIVE
JURISDICTION AND VENUE OF THE FEDERAL COURTS IN THE NORTHERN DISTRICT IN THE
STATE OF TEXAS FOR ANY LITIGATION OR DISPUTES ARISING FROM OR RELATING TO THIS
TECHNOLOGY AGREEMENT OR THE SUBJECT MATTER HEREOF.
11
GENERAL PROVISIONS
11.1
GOVERNING LAW.
THIS TECHNOLOGY AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS PERTAINING TO
CONTRACTS MADE AND PERFORMED ENTIRELY THEREIN WITHOUT REGARD TO CHOICE OF LAW OR
CONFLICT OF LAW PROVISIONS THEREOF THAT WOULD RESULT IN THE APPLICATION OF
ANOTHER JURISDICTIONS LAWS.
11.2
ASSIGNMENT.
ELAN-POLO ACKNOWLEDGES AND AGREES THAT THAT THIS
TECHNOLOGY AGREEMENT IS PERSONAL, AND ELAN-POLO SHALL NOT ASSIGN THIS TECHNOLOGY
AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS TECHNOLOGY AGREEMENT TO
ANY OTHER ENTITY, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR
WRITTEN CONSENT OF HEELING.
11.3
AMENDMENT AND MODIFICATION.
NO TERM OR PROVISION OF THIS
TECHNOLOGY AGREEMENT MAY BE AMENDED, WAIVED, RELEASED, DISCHARGED OR MODIFIED IN
ANY RESPECT EXCEPT IN A PRIOR WRITING, SIGNED BY A DULY AUTHORIZED OFFICER OF
EACH OF THE PARTIES HERETO.
11.4
COUNTERPARTS.
THIS TECHNOLOGY AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND SHALL BECOME
EFFECTIVE AND BINDING
16
UPON THE PARTIES AT SUCH TIME AS ALL OF THE SIGNATORIES HERETO HAVE SIGNED EACH
COUNTERPART OF THIS TECHNOLOGY AGREEMENT.
11.5
CAPTIONS.
PARAGRAPH TITLES, SECTION TITLES OR CAPTIONS CONTAINED
IN THIS TECHNOLOGY AGREEMENT ARE USED FOR REFERENCE PURPOSES ONLY AND ARE NOT
INTENDED TO AND SHALL NOT IN ANY WAY ENLARGE, DEFINE, LIMIT, EXTEND OR DESCRIBE
THE RIGHTS OR OBLIGATIONS OF THE PARTIES OR AFFECT THE MEANING OR CONSTRUCTION
OF THIS TECHNOLOGY AGREEMENT OR ANY PROVISION HEREOF.
11.6
SEVERABILITY.
IF ANY TERM OR PROVISION OF THIS TECHNOLOGY
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL, TO ANY
EXTENT, BE INVALID OR UNENFORCEABLE, THE REMAINDER OR THIS TECHNOLOGY AGREEMENT
OR THE APPLICATION OF SUCH TERM OR PROVISION TO