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10.2 Exceptions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential
<br />Information that: (a) is independently developed by the receiving party without reference to the disclosing party's Confidential
<br />Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b)
<br />has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure,
<br />was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.
<br />10.3 Confidential Terms and Conditions; Publicity. Licensee shall not disclose the terms and conditions of this Agreement or the
<br />pricing contained therein to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar
<br />activity, without the prior written consent of the other, except that Licensee agrees that SAP may use Licensee's name in customer
<br />listings or, at times mutually agreeable to the parties, as part of SAP's marketing efforts (including without limitation reference calls
<br />and stories, press testimonials, site visits, SAPPHIRE participation).
<br />11. ASSIGNMENT. Licensee may not, without SAP's prior written consent, assign, delegate, pledge, or otherwise transfer this
<br />Agreement, or any of its rights or obligations under this Agreement, or the SAP Materials or SAP Confidential Information, to any
<br />party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. SAP may assign this
<br />Agreement to any of its affiliates.
<br />12. GENERAL PROVISIONS.
<br />12.1 Severability. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be
<br />held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this
<br />Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
<br />12.2 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to
<br />have waived any preceding or succeeding breach of the same or any other provision hereof.
<br />12.3 Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall
<br />together constitute one Agreement.
<br />12.4 Regulatory Matters. The Software, Documentation and SAP Materials are subject to the export control laws of various
<br />countries, including without limit the laws of the United States and Germany. Licensee agrees that it will not submit the Software,
<br />Documentation or other SAP Materials to any government agency for licensing consideration or other regulatory approval without the
<br />prior written consent of SAP, and will not export the Software, Documentation and SAP Materials to countries, persons or entities
<br />prohibited by such laws. Licensee shall also be responsible for complying with all applicable governmental regulations of the country
<br />where Licensee is registered, and any foreign countries with respect to the use of the Software, Documentation or other SAP
<br />Materials by Licensee and/or its Affiliates.
<br />12.5 Governing Law; Limitations Period. This Agreement and any claims arising out of or relating to this Agreement and its
<br />subject matter shall be governed by and construed under the laws of Commonwealth of Pennsylvania without reference to its conflicts of
<br />law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States law, rules, and
<br />regulations, United States law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the
<br />International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall
<br />not apply. Licensee must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter
<br />within one (1) year from the date when Licensee knew, or should have known after reasonable investigation, of the facts giving rise
<br />to the claim(s).
<br />12.6 Notices. All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be
<br />deemed duly given when delivered to the respective executive offices of SAP and Licensee at the addresses first set forth in any
<br />Software Order Form. Where in this section 12.6 or elsewhere in this Agreement written form is required, that requirement can be
<br />met by facsimile transmission, exchange of letters or other written form.
<br />12.7 Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due
<br />hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this
<br />Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the
<br />duration of the conditions preventing performance.
<br />12.8 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between SAP and
<br />Licensee, and all previous representations, discussions, and writings are merged in, and superseded by this Agreement and the
<br />parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a
<br />writing signed by both parties. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions
<br />which may appear on any purchase order or other document furnished by Licensee to SAP. This Agreement shall prevail over any
<br />additional, conflicting or inconsistent terms and conditions which may appear in any clickwrap end user agreement included in the
<br />Software. Signatures sent by electronic means (facsimile or scanned and sent via e-mail) shall be deemed original signatures. This
<br />Agreement does not create any partnership, joint venture or principal and agent relationship.
<br />12.9 Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of
<br />the components of this Agreement: (i) the Software Order Form; (ii) the Schedules; (iii) the Use Terms; and (iv) the GTC.
<br />SAP Confidential
<br />SAP General Terms and Conditions enUS.v.5-2011
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