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shall be: (1) as set forth in the Order, if any, or (2) otherwise, as set forth on Exhibit A (Trimble Entities; Governing Law;
<br />Exclusive Venue/Jurisdiction), in each case to the exclusion of all others; provided that Trimble may elect to bring action in
<br />courts with jurisdiction for Customer's location. The United Nations Convention on Contracts for the International Sale of
<br />Goods and any conflicts of laws provisions giving rise to a different result do not apply. No Dispute may be brought by either
<br />party more than one (1) Year after such Dispute accrued, except that an action for nonpayment may be brought within two
<br />(2) Years after the due date. Each party hereby waives, to the maximum extent permitted by law, any objection, including
<br />any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdiction.
<br />12.10. WAIVER OF JURY TRIAL —UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL, OR OTHER COURT IN
<br />ANY JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
<br />FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING,
<br />CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS
<br />CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO
<br />THE EXTENT A WAIVER OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY, OR CONTRARY TO, THE PUBLIC POLICY OF
<br />THE STATE IN WHICH SUCH LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM IS FILED.
<br />12.11. Region -Specific Terms. Additional terms and conditions for specified regions are as set forth in Exhibit B (Region -Specific
<br />Terms).
<br />12.12. Publicity. Customer agrees that (a) Trimble may issue a press release in the form approved by the parties regarding the
<br />parties' entry into the Agreement, and (b) Trimble may identify Customer (including through use of Its name and logo) as
<br />Trimble's customer, including on Trimble's website, and may include Customer in its customer list and marketing materials,
<br />but will cease this use upon Customer's written request.
<br />12.13. Headings; Language. The headings in the Agreement have been inserted for convenience only and shall have no substantive
<br />effect. The language of all parts of the Agreement shall in all cases be considered as a whole, according to its fair meaning,
<br />and not strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of the
<br />Agreement shall be considered jointly drafted.
<br />12.14. Subcontractors. Trimble may use subcontractors in the performance of its obligations under the Agreement, and will be
<br />responsible for the acts and omissions of its subcontractors in their performance of Trimble's obligations in the Agreement.
<br />12.15. No Third -Party Beneficiaries. Except as may be expressly stated in any Supplemental Terms, there are no third -party
<br />beneficiaries under the Agreement.
<br />12.16. Independent Contractors. Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized
<br />representative of, the other party.
<br />12.17. Entire Agreement. The Agreement sets forth the entire understanding between the parties in connection with its subject
<br />matter, and supersedes all prior or contemporaneous proposals, communications, agreements, negotiations, and
<br />representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed
<br />terms or conditions appearing on Customer's acceptance, orders, or associated purchase documentation are hereby rejected
<br />and will be of no effect.
<br />12.18. Counterparts. The Agreement, or portions thereof, may be executed in several counterparts and, if applicable, by each party
<br />on a separate counterpart, each of which, when so executed and delivered will be an original, but all of which together will
<br />constitute but one and the same instrument. A signature, digital signature, or electronic signature delivered through other
<br />means (e.g., email) shall have the same force and effect as an original Ink signature.
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