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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 thatan 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 A TRIAL 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 forconvenlence 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,whetherwritten or oral,regarding the subject matter thereof.Anyaddltional,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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