Installation Guide
37
Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement shall be governed
by the laws of the State of New York without regard to the conflicts of law provisions thereof. The application the United Nations
Convention of Contracts for the International Sale of Goods is expressly excluded. Unless waived by Licensor for a particular instance,
any action or proceeding arising out of this Agreement must be brought exclusively in the state or federal courts of New York and
Licensee hereby consents to the jurisdiction of such courts for any such action or proceeding. This Agreement supersedes all prior
discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The
prevailing party in any action arising out of this Agreement shall be entitled to costs and attorneys' fees.
