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10.2
Notices
All notices will be in writing and sent by first class mail, overnight courier, or transmitted
by facsimile and confirmed by mailing, to the addresses indicated on the first page of this
Agreement, or such other address as either party may indicate by at least ten (10) days prior
written notice to the other party. Notices to SciCan will be sent to
. Notice
will be deemed to have been given upon personal delivery (in the case of overnight courier or
facsimile) or five (5) business days after being sent by first class mail or on the next business day
if sent by facsimile.
10.3
Assignment
Customer may not assign this Agreement (by operation of law or otherwise) or sublicense the
SciCan Software Product without the prior written consent of SciCan. Customer may, however,
sell or otherwise dispose of the SciCan Equipment with the SciCan Software Product loaded
onto its internal operating system.
Customer acknowledges that no Upgrades will be
available for any equipment that is sold or disposed of unless the purchaser or recipient
opens an account for Upgrades with SciCan and pays the appropriate fees.
Any prohibited
assignment or sublicense of the SciCan Software Product will be null and void. The foregoing
notwithstanding, upon written notice to SciCan, Customer may assign, or otherwise transfer this
Agreement to an Affiliate of Customer, provided such Affiliate agrees with SciCan to be bound by
the terms and conditions of this Agreement.
10.4
Legal Costs
If any legal action, including arbitration, is required in order to enforce or interpret any of the
provisions of this Agreement, the prevailing party in such action will recover all reasonable costs
and expenses, including attorney's fees, incurred in connection therewith.
10.5
Extraordinary Relief
Each party acknowledges that any breach of its obligations with respect to the proprietary rights
of the other party or such party's licensors may cause such other party irreparable injury for
which there may be inadequate remedies at law and that such other party and its licensors will be
entitled to injunctive relief, in addition to all other remedies available to it.
10.6
Headings
The article and section headings herein are provided for convenience only and have no
substantive effect on the construction of this Agreement.
10.7
Force Majeure
Neither party will be liable for any failure to perform due to causes beyond its reasonable control.
10.8
Severability
If any provision of this Agreement is held to be unenforceable, the parties will substitute for the
affected provision an enforceable provision, which approximates the intent and economic effect
of the affected provision.
10. SciCan Software Product License
