4
Magellan
TM
1400i
10. Termination.
10.1 Either party may terminate this Agreement or any license granted under this Agreement
at any time upon written notice if the other party breaches any provision of this Agree-
ment.
10.2 Upon termination of this Agreement, End User immediately shall cease using any non-
embedded software and shall return to Datalogic or destroy all non-embedded software
covered by this Agreement, and shall furnish Datalogic with a certificate of compliance
with this provision signed by an officer or authorized representative of End User. For
embedded software, End User agrees to sign a waiver prepared by Datalogic concerning
further use of the embedded Software. End User's resumed or continued use of the
embedded Software after termination shall constitute End User's agreement to be bound
by the terms and conditions of this Agreement for such use.
11. General Provisions.
11.1 Entire Agreement; Amendment. This document contains the entire agreement between
the parties relating to the licensing of the Software and supersedes all prior or contempo-
raneous agreements, written or oral, between the parties concerning the licensing of the
Software. This Agreement may not be changed, amended, or modified except by written
document signed by Datalogic.
11.2 Notice. All notices required or authorized under this Agreement shall be given in writing,
and shall be effective when received, with evidence of receipt. Notices to Datalogic shall
be sent to the attention of Contract Administration, Datalogic Scanning Holdings, Inc.,
959 Terry Street, Eugene, OR 97402, or such other address as may be specified by Dat-
alogic in writing.
11.3 Waiver. A party's failure to enforce any of the terms and conditions of this Agreement
shall not prevent the party's later enforcement of such terms and conditions.
11.4
Governing Law; Venue: This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Oregon U.S.A,
without regard to the rules governing conflicts of law. The state or federal courts of the
State of Oregon located in either Multnomah or Lane counties shall have exclusive juris-
diction over all matters regarding this Agreement, except that Datalogic shall have the
right, at its absolute discretion, to initiate proceedings in the courts of any other state,
country, or territory in which End User resides, or in which any of End User's assets are
located.
11.5 Attorneys’
Fees. In the event an action is brought to enforce the terms and conditions of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, both
at trial and on appeal.
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