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CONFIDENTIAL
<br />incurred in returning or destroying the Materials upon
<br />termination shall be borne by Customer. The provisions
<br />of Sections 2.2, 4.2, 5, 6, 7, 8, 9.3, and 10 shall survive the
<br />expiration or any termination of this Agreement.
<br />Termination of this Agreement by either party shall not
<br />act as a waiver of any breach of this Agreement and shall
<br />not act as a release of either party from any liability for
<br />breach of such party's obligations under this Agreement.
<br />Neither party shall be liable to the other for damages of
<br />any kind solely as a result of terminating this Agreement
<br />in accordance with its terms, and termination of this
<br />Agreement by a party shall be without prejudice to any
<br />other right or remedy of such party under this Agreement
<br />or applicable law.
<br />10. GENERAL PROVISIONS
<br />10.1 Notices. Any notice, request, demand
<br />or other communication required or permitted hereunder
<br />shall be in writing, shall reference this Agreement and
<br />shall be deemed to be properly given: (a) when delivered
<br />personally; (b) seven (7) days after having been sent by
<br />registered or certified mail, return receipt requested,
<br />postage prepaid; or (c) two (2) business days after deposit
<br />with a private industry express courier, with written
<br />confirmation of receipt. All notices shall be sent to the
<br />address set forth on the cover page of this Agreement and
<br />to the notice of the person executing this Agreement (or
<br />to such other address as may be designated by a party by
<br />giving written notice to the other party pursuant to this
<br />Section 10.1).
<br />10.2 Assignment. This Agreement may not
<br />be assigned, in whole or part, whether voluntarily, by
<br />operation of law or otherwise, by Customer without the
<br />prior written consent of Virtru. Subject to the preceding
<br />sentence, the rights and liabilities of the parties hereto
<br />shall bind, and inure to the benefit of, their respective
<br />assignees and successors and is binding on the parties and
<br />their successors and assigns. Any attempted assignment
<br />other than in accordance with this Section 10.2 shall be
<br />null and void.
<br />10.3 Governing Law, Jurisdiction and Venue.
<br />This Agreement is to be construed in accordance with and
<br />governed by the internal laws of the Commonwealth of
<br />Virginia (but expressly excluding the Uniform Computer
<br />Information Transactions Act ("UCITA") as enacted in
<br />Virginia) without giving effect to any choice of law rule
<br />that would cause the application of the laws of any
<br />jurisdiction other than the internal laws of the
<br />Commonwealth of Virginia (excluding UCITA) to the rights
<br />and duties of the parties. Any legal suit, action or
<br />proceeding arising out of or relating to this Agreement
<br />shall be commenced in a federal court in the Eastern
<br />District of Virginia or in state courts with jurisdiction over
<br />Fairfax County, Virginia, and each party hereto irrevocably
<br />submits to the exclusive jurisdiction and venue of any
<br />such court in any such suit, action or proceeding.
<br />10.4 Attorneys' Fees. If any legal action,
<br />including, without limitation, an action for arbitration or
<br />injunctive relief, is brought relating to this Agreement or
<br />the breach hereof, the prevailing party in any final
<br />judgment or arbitration award, or the non -dismissing
<br />party in the event of a dismissal without prejudice, shall
<br />be entitled to the full amount of all reasonable expenses,
<br />including all court costs, arbitration fees and actual
<br />attorneys' fees paid or incurred in good faith.
<br />10.5 Waiver. The waiver by either party of a
<br />breach of or a default under any provision of this
<br />Agreement, shall be in writing and shall not be construed
<br />as a waiver of any subsequent breach of or default under
<br />the same or any other provision of this Agreement, nor
<br />shall any delay or omission on the part of either party to
<br />exercise or avail itself of any right or remedy that it has or
<br />may have hereunder operate as a waiver of any right or
<br />remedy.
<br />10.6 Severability. If the application of any
<br />provision of this Agreement to any particular facts or
<br />circumstances shall be held to be invalid or unenforceable
<br />by an arbitration panel or a court of competent
<br />jurisdiction, then (a) the validity and enforceability of such
<br />provision as applied to any other particular facts or
<br />circumstances and the validity of other provisions of this
<br />Agreement shall not in any way be affected or impaired
<br />thereby and (b) such provision shall be enforced to the
<br />maximum extent possible so as to effect the intent of the
<br />parties and reformed without further action by the parties
<br />to the extent necessary to make such provision valid and
<br />enforceable.
<br />10.7 Relationship of the Parties. Nothing
<br />contained in this Agreement shall be deemed or
<br />construed as creating a joint venture, partnership, agency,
<br />employment or fiduciary relationship between the
<br />parties. Neither party nor its agents have any authority of
<br />any kind to bind the other party in any respect
<br />whatsoever, and the relationship of the parties is, and at
<br />all times shall continue to be, that of independent
<br />contractors.
<br />10.8 Restricted Rights. If Customer is an
<br />agency or instrumentality of the United States
<br />Government, the Materials are "commercial computer
<br />software" and "commercial computer software
<br />documentation," and, pursuant to FAR 12.212 or DFARS
<br />227.7202, and their successors, as applicable, use
<br />reproduction and disclosure of the Materials are governed
<br />by the terms of this Agreement.
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