Motorola WS5100 Series, Cli Reference Manual

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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.