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<Read Me First>
IM 01W02E02-11EN
11. Termination
Yokogawa shall have the right to terminate this Agreement with immediate effect upon notice
to Licensee, if Licensee or end users breach any of the terms and conditions hereof. Upon
termination of this Agreement, Licensee shall, and make end users, promptly cease using
the Software Product and, in accordance with sub-clause 2.5, return or irretrievably delete all
copies of the Software Product, certifying the same in writing. In this case the license fee paid by
Licensee for the Software Product shall not be refunded. Clauses 2.4 and 2.5, 6, 7 and 12 shall
survive any termination of this Agreement.
12. Governing Law; Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Japan. If you
are a Japanese individual or entity, all disputes, controversies or differences which may arise
between the parties hereto, out of, in relation to or in connection with this Agreement (“Dispute”)
shall be brought exclusively in the Tokyo District Court (The Main Court) in Japan. If you are
not a Japanese individual or entity, any Dispute shall be finally settled by arbitration in Tokyo,
Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration
Association. All proceedings in arbitration shall be conducted in the English language, unless
otherwise agreed. The award of arbitration shall be final and binding upon both parties, however,
each party may make an application to any court having jurisdiction for judgment to be entered
on the award and/or for enforcement of the award.
13. Miscellaneous
13.1 This Agreement supersedes all prior oral and written understandings, representations and
discussions between the parties concerning the subject matter hereof to the extent such
understandings, representations and discussions should be discrepant or inconsistent with
this Agreement.
13.2 If any part of this Agreement is found void or unenforceable, it shall not affect the validity
of the balance of the Agreement, which shall remain valid and enforceable according to its
terms and conditions. The parties hereby agree to attempt to substitute for such invalid or
unenforceable provision a valid or enforceable provision that achieves to the greatest extent
possible the economic, legal and commercial objectives of the invalid or unenforceable
provision.
13.3 Failure by either party to insist on performance of this Agreement or to exercise a right does
not prevent such party from doing so at a later time, either in relation to that default or any
subsequent default.
