Bizworks License Agreement

Thank you for selecting the Software offered by us. Review these terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and we. By clicking “I Agree,” indicating acceptance electronically, or by installing, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then you may not use the Software.

In consideration of the covenants herein, the parties agree as follows:

1. DEFINITIONS

1.1 “Affiliate” means, in relation to an entity, another entity that (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such entity. “Control” means the ownership of or right to control more than 50% of voting securities of such entity.

1.2 “Documentation” means any documentation, manuals, specifications, or similar materials specific to the OS Software or Licensed Applications provided by or made available online by Licensor to Licensee under this Agreement.

1.3 “Intellectual Property Rights” means patents, utility models, design rights, copyrights, moral rights, database rights, trade secret rights and any other intangible or proprietary rights recognized anywhere in the world under any local, state or national statute or treaty or common law right, including but not limited to all applications and registrations with respect to any of the foregoing.

1.4 “Licensed Applications” means the software applications, including any Updates and Upgrades thereto, that Licensor delivers to Licensee for distribution under this Agreement in executable form, which run on the OS Software.

1.5 “Licensed Products” means physical products designed, developed and manufactured by Licensee that have the OS Software and one or more Licensed Applications integrated therein in executable form.

1.6 “Open Source Software Terms” means terms in any license for software which require, as a condition of use, modification or distribution of such software or other software incorporated into, incorporating, derived from, distributed or used in conjunction with such software (a “Work”), any of the following (i) the making available to any third party of source code, object code, or design information regarding the Work, (ii) the granting of permission to any third party for creating derivative works regarding the Work, or (iii) the granting of a license to any third party under Intellectual Property Rights embodied in the Work. Such licenses and distribution models include but are not limited to the GNU General Public License (GPL), the GNU Lesser or Library GPL (LGPL), the Mozilla Public License (MPL), or any similar open source, free software or community licenses.

1.7 “OS Software” means the operating system software, including any Updates and Upgrades thereto, delivered by Licensor to Licensee under this Agreement for integration into Licensed Products, together with any Permitted Modifications thereto made by Licensee under this Agreement.

1.8 “Permitted Modifications” mean only those modifications to the Source Code that are necessary to enable the OS Software to integrate with and be functionally compatible with Licensed Products.

1.9 “Source Code” means the source code for the OS Software, including any Updates and Upgrades thereto, delivered by Licensor to Licensee under this Agreement, together with any Permitted Modifications thereto made by Licensee under this Agreement.

1.10 “Updates” mean error corrections or bug fixes to the OS Software or Licensed Applications provided by Licensor to Licensee under this Agreement.

1.11 “Upgrades” mean new versions of the OS Software or Licensed Applications containing additional features or new or significantly revised functionality.

2. GRANT OF LICENSES

2.1 Grant. Conditioned upon compliance with the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable (except as set forth in Section 2.2 below) license under Licensor’s Intellectual Property Rights to:

(a) internally use, copy, modify (solely to the extent necessary to create Permitted Modifications), and compile the Source Code to develop executable copies of the OS Software for integration into Licensed Products, provided that no Permitted Modification renders the resulting modified OS Software incompatible or otherwise not fully interoperable with the Licensed Applications;

(b) copy the Licensed Applications for integration into Licensed Products in executable form;

(c) internally use the Documentation to aid development of executable copies of the OS Software and to aid integration of the executable copies of the OS Software and Licensed Applications into Licensed Products; and

License Restrictions and Conditions. The OS Software, Licensed Applications and Documentation are licensed to Licensee for use only as permitted by this Agreement and Licensor reserves all rights not expressly granted to Licensee. Licensee will not use or otherwise exploit the OS Software, Licensed Applications or Documentation outside the scope of the express license granted under Section 2.1. Without limiting the foregoing, Licensee has no right and shall not:

(a) alter, adapt, modify, port or translate the Licensed Applications;

(b) reverse engineer, decompile, or disassemble the Licensed Applications in any way for any purpose or attempt to derive the underlying ideas, algorithms, structure or organization of the Licensed Applications, except to the extent such activities are expressly permitted by applicable law notwithstanding this restriction;

(d) make any Permitted Modifications that may cause or result in the forking or fragmentation of the OS Software or render the Licensed Applications incompatible or otherwise not fully interoperable with the modified OS Software;

(e) make any Permitted Modifications or take any other actions that would cause the OS Software or Licensed Applications to be subject to Open Source Software Terms, except to the extent already subject to Open Source Software Terms in the form as supplied by Licensor to Licensee under this Agreement, as set forth in Section 3.4 below; or

Restrictions on Use of Source Code. Licensee shall hold the Source Code and all copies thereof in strictest confidence, and shall not disclose, publish, or disseminate the Source Code or any portion thereof to any third party other than to the minimum number of its own employees who have a need to know for purposes of developing Permitted Modifications. Licensee agrees to take all reasonable precautions to prevent unauthorized use, disclosure, publication, or dissemination of the Source Code. Licensee shall use the Source Code only within the premises of its own facilities on a secure, access-controlled platform, and shall restrict access to the Source Code through use of passwords, electronic identification, or other security mechanisms to ensure that only authorized employees having a need to know can gain access to the Source Code. Any network access to the Source Code shall be solely through an encrypted network protocol (e.g., SSL or SSH).

2.2 Notices. Licensee shall not remove any product identification, proprietary, copyright or other notices contained in the OS Software, Licensed Applications or Documentation. Each copy of Licensed Products and Licensed Applications must include a copyright or other notice sufficient to protect Licensor’s Intellectual Property Rights in and to the OS Software and the Licensed Applications.

2.3 No Other Licenses. Except as expressly set forth in this Agreement, no license or other right is granted by Licensor, directly or by implication, estoppel or otherwise.

3. INTELLECTUAL PROPERTY

3.1 Ownership.

3.1.1 Software and Documentation. Licensor or its licensors retain ownership of all Intellectual Property Rights in and to the OS Software, Licensed Applications and Documentation provided by Licensor to Licensee under this Agreement, and Licensee shall not acquire any ownership rights therein.

3.1.2 Permitted Modifications. Licensee shall promptly disclose and supply a copy to Licensor of all Permitted Modifications in source code form. Licensee hereby assigns and agrees to assign to Licensor all right, title and interest in and to all Permitted Modifications and any and all Intellectual Property Rights therein. All Permitted Modifications shall be licensed to Licensee under the terms of this Agreement. Licensee will execute such documents and provide such assistance reasonably requested by Licensor to perfect, record and protect its interests in Permitted Modifications.

3.1.3 Licensed Products. Licensee or its licensors shall retain ownership of Licensed Products and all Intellectual Property Rights therein, excluding the OS Software integrated therein, the Licensed Applications, and Intellectual Property Rights in the foregoing.

3.2 Feedback. Licensee may at its option provide to licensor evaluation, feedback or suggestions relating to the OS Software, Licensed Applications or Documentation (“Feedback”). Licensee grants to Licensor a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, transferable, sublicensable license to use, reproduce, create derivative works of, make, have made, import, offer for sale, sell, lease, distribute and otherwise exploit the Feedback in or with any Licensor products or technology.

3.3 Third Party Infringement. Licensee shall give notice to Licensor, promptly on becoming aware of the same, of any likely infringement of or challenge to the Intellectual Property Rights of Licensor in the OS Software, Licensed Applications or Documentation. Licensee shall, at the expense of Licensor, perform all actions and render all assistance as may be reasonably requested by Licensor in any proceedings related to any such infringement or challenge.

3.4 Open Source. The OS Software and/or Licensed Applications may include third party software that is subject to Open Source Software Terms or is licensed under a similar license agreement (“Open Source Software”), as identified by Licensor to Licensee. Licensee understands and acknowledges that each Open Source Software license is a separate agreement between Licensee and the copyright holder of such Open Source Software and that Licensor is not a party to any such Open Source Software license. Licensee’s use of the Open Source Software is subject to and must comply with the terms of each applicable Open Source Software license.

3.5 Other Third Party Rights. Licensee acknowledges that it may need to obtain from third parties license rights to software or Intellectual Property Rights to use, or for use with, the OS Software or Licensed Applications. Licensee shall have the sole responsibility to obtain and pay for any such required rights.

3.6 Updates and Upgrades.

3.6.1 Updates. Licensor from time to time may provide Licensee with Updates and/or Upgrades subject to the terms and conditions of this Agreement. Updates, if and when made available, will be provided at no charge to Licensee during the term of this Agreement. No later than thirty (30) days after Licensor supplies an Update, Licensee shall implement such Update in the Licensed Products or distribute only the Updated version of the Licensed Application (as applicable).

3.6.2 Upgrades. Licensor shall determine in its sole discretion whether to offer Upgrades to Licensee from time to time. Such Upgrades may be subject to additional terms or require payment of additional or different fees or royalties, in which case the parties will execute an appropriate amendment to this Agreement reflecting such additional terms or fees. Licensee must accept an Upgrade if (i) the version of the OS Software or Licensed Application (as applicable) it is currently distributing would become more than one (1) version behind the Upgraded version or (ii) the Upgrade is being supplied to avoid infringement of Intellectual Property Rights of a third party or to avoid any other liability or breach of applicable laws or regulations. No later than thirty (30) days after Licensor supplies an Upgrade, Licensee shall implement such Upgrade in the Licensed Products or distribute only the Upgraded version of the Licensed Application (as applicable).

4. SUPPORT

4.1 Licensor Support. Licensor has no obligation under this Agreement to provide support (beyond its warranty obligations set forth in Section 8.1 below) to Licensee with respect to the use, functioning or implementation of the OS Software or Licensed Applications. Such support, if any, will be supplied only through a separate support agreement executed by the parties.

4.2 Licensee Support. Licensee shall be solely responsible for supporting its distributors, customers and users of Licensed Products, including support with respect to the OS Software and Licensed Applications. Licensor has no obligation under this Agreement to provide any support to Licensee’s distributors, customers or users.

5. CONFIDENTIAL INFORMATION

5.1 “Confidential Information” means any business, technical of financial information of Licensor, including but not limited to know-how, whether or not patentable, that a reasonable person would understand to be confidential given the nature of such information and the circumstances of its disclosure, whether or not marked or identified as confidential or proprietary. The terms of this Agreement, the Documentation, the Source Code, and any information obtained, directly or indirectly, by Licensee through inspection, review or analysis of the Source Code shall in any event be deemed to be the Confidential Information of Licensor.

5.2 Exceptions. Confidential Information does not include any information that the Licensee can demonstrate by written records: (a) was rightfully known to Licensee, without any confidentiality obligation, prior to its disclosure hereunder by Licensor; (b) is independently developed by Licensee without any use or reference of Confidential Information; (c) is or becomes publicly available through no wrongful act of Licensee; (d) has been rightfully received without any confidentiality obligation from a third party whom the Licensee has reasonable grounds to believe is authorized to make disclosure without restriction; or (e) has been approved for public release by Licensor’s prior written authorization. Licensee may disclose any Confidential Information to the extent required to be produced or otherwise disclosed pursuant to applicable law, regulation or order of a court or other government body, provided that Licensee provides prompt written notice to Licensor of such requirement prior to any such disclosure and cooperates with Licensor’s efforts to seek a protective order or to otherwise prevent or limit such disclosure.

5.3 Non-Disclosure and Non-Use. In addition to the obligations set forth in Section 2.4 above with respect to Source Code, Licensee will: (i) not use any Confidential Information of Licensor except as permitted by this Agreement; (ii) not disclose any such Confidential Information to any person or entity other than its own employees, consultants and contractors who have a need to know and who are subject to obligations of confidentiality consistent with the applicable provisions of this Agreement; and (iii) use all reasonable efforts to keep such Confidential Information strictly confidential, but in no event less efforts than are accepted in the industry for protecting each type of Confidential Information. Licensee will use reasonable efforts to enforce such obligations of confidentiality. Licensee shall immediately notify Licensor of any unauthorized use or disclosure of, any unauthorized access to, or any theft or loss of any Confidential Information of Licensor which Licensee suspects or which comes to Licensee’s attention.

6. TERM AND TERMINATION

6.1 Term. Unless earlier terminated in accordance with the terms of this Agreement, this Agreement shall continue for a period of one (1) year commencing on the Effective Date and shall thereafter automatically renew for additional terms of one (1) year each unless either party provides the other party with notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2 Termination for Convenience. Either party shall have the right to terminate this Agreement at any time with or without cause by giving the other party at least ninety (90) days prior written notice.

6.3 Termination for Breach, Dissolution and Bankruptcy. Either party may terminate this Agreement (i) if the other party fails to cure any material breach, default or non-compliance of or with any term or condition hereof that is capable of cure within thirty (30) days of receiving notice of such breach, default or non-compliance, (ii) upon notice in the event of a material breach, default or non-compliance by the other party that is not capable of cure, (iii) if the other party ceases to do business, or otherwise terminates its business operations, or (iv) if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement or comparable proceeding, or if any such proceeding is instituted against the other party and such proceeding is not dismissed within sixty (60) days.

6.4 Co-Termination with Technology Collaboration Agreement. The parties may enter into a separate technology collaboration or development agreement relating in whole or in part to the OS Software, Licensed Applications, and/or Licensed Products. If they do so, and such technology collaboration or development agreement is terminated [for breach only or for any reason, including expiration?], then this Agreement shall automatically terminate also.

6.5 Effect of Termination or Expiration. Upon any termination or expiration of this Agreement, all licenses granted to Licensee herein will automatically cease as of the date of termination or expiration, and unless otherwise expressly agreed in a written agreement signed by Licensor, Licensee shall promptly either return to Licensor or destroy to the satisfaction of Licensor all copies of the OS Software, Licensed Applications, Documentation, and Confidential Information of Licensor that are in Licensee’s possession or under its control; provided that Licensee may continue to distribute any copies of Licensed Product units that have been manufactured or are in the process of being manufactured as of the effective date of termination or expiration.

6.6 Survival of Certain Provisions. The provisions of Sections 3.1, 3.2, 5, 6.4, 6.5, 6.6, 7, 8, 9 and 10 of this Agreement will survive any expiration or termination of this Agreement.

7. LIMITED WARRANTY AND DISCLAIMER

7.1 Licensor warrants solely to Licensee that, for a period of ninety (90) days following delivery of the OS Software and each Licensed Application, or Updates or Upgrades thereto, the OS Software and Licensed Application will perform in all material respects in accordance with its pertinent published Documentation. In the event the OS Software or a Licensed Application fails to conform to the foregoing limited warranty, as Licensee’s sole and exclusive remedy for such failure, Licensor will, at its option and expense correct such nonconformity and supply an Update to Licensee or furnish Licensee with a reasonable procedure to circumvent the nonconformity.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO WARRANTY OR REPRESENTATION AS TO THE OS SOFTWARE, LICENSED APPLICATIONS, DOCUMENTATION OR ANY OTHER MATERIALS PROVIDED BY LICENSOR HEREUNDER, ALL OF WHICH ARE PROVIDED TO LICENSEE “AS IS” AND LICENSOR DISCLAIMS ANY SUCH WARRANTY OR REPRESENTATION TO LICENSEE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LICENSOR MAKES NO WARRANTY OR REPRESENTATION THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR WORK IN COMBINATION WITH ANY HARDWARE OR SOFTWARE PROVIDED BY LICENSEE OR THIRD PARTIES, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN ANY SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFOIRMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LICENSOR OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. LICENSEE SHALL MAKE NO WARRANTIES OR REPRESENTATIONS IN LICENSOR’S NAME OR ON LICENSOR’S BEHALF.

8. INDEMNIFICATION

8.1 Indemnification by Licensor.

(a) Indemnifiable Claims. Licensor shall defend Licensee or settle against any claims against Licensee to the extent based on a claim that the OS Software or a Licensed Application, as provided by licensor to Licensee under this Agreement, or the use thereof infringes a third party’s Intellectual Property Right, and shall pay any costs, damages and expenses (including reasonable attorneys’ fees) attributable to such claim that are awarded in final judgment against Licensee or are payable in settlement.

(b) Excluded Claims. Licensor shall have no liability for any infringement or misappropriation claim to the extent it results from (i) any modification (including a Permitted Modification) of the OS Software or a Licensed Application by Licensee or any other person or entity other than Licensor; (ii) the combination, operation or use of the OS Software or Licensed Application with any other software, products or device not provided by Licensor and the infringement would not have occurred but for such combination, operation or use; (iii) use of the OS Software or Licensed Application not in accordance with the Documentation; (iv) Licensee’s failure to use updated or modified OS Software or Licensed Application provided by Licensor; or (v) Licensor’s compliance with Licensee’s unique written specifications and the infringement would not have occurred but for such unique written specifications.

(c) Injunction. If the use of the OS Software or a Licensed Application is enjoined, or Licensor believes is likely to be enjoined or a claim of infringement is likely, Licensor may, at its sole option and expense: (i) procure for Licensee the right to continue using the OS Software or Licensed Application as licensed herein; (ii) provide Licensee with functionally equivalent, non-infringing software; or (iii) if neither of the foregoing is commercially reasonable, terminate the license to the affected software.

THIS SECTION STATES LICENSOR’S ENTIRE RESPONSIBILITY AND LIABILITY, AND LICENSEE’S EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING WITH RESPECT TO THE OS SOFTWARE, LICENSED APPLICATIONS, AND ANY OTHER ITEMS, PRODUCTS OR SERVICES PROVIDED HEREUNDER.

8.2 Indemnification by Licensee. Licensee shall defend Licensor and its Affiliates or settle any and all claims against Licensor or its Affiliates, and pay any costs, damages and expenses (including reasonable attorney’s fees) attributable to such claim that are awarded in final judgment against Licensor or its Affiliates or are payable in settlement, in connection with or which result from:

(a) any claim of infringement of a third party’s Intellectual Property Rights with respect to any Licensed Product, but excluding any such claim to the extent it is based on use or distribution of the OS Software or a Licensed Application that would be subject to the indemnity set forth in Section 9.1 above,

(b) any claim relating to the marketing, sale, distribution, manufacture or use of any Licensed Product, including but not limited to products liability claims, but excluding any such claim to the extent it is based on use or distribution of the OS Software or a Licensed Application that would be subject to the indemnity set forth in Section 9.1 above.

THIS SECTION STATES LICENSEE’S ENTIRE RESPONSIBILITY AND LIABILITY, AND LICENSOR’S EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS ARISING WITH RESPECT TO A LICENSED PRODUCT.

8.3 Conditions. As a condition to the obligations set forth in Sections 9.1 and 9.2, the indemnified party shall give the indemnifying party prompt notice in writing of any claim for which indemnity is or may be sought, and the authority, information and reasonable assistance (at the indemnifying party’s expense) necessary to defend or settle such claims. If the indemnifying party does not diligently pursue resolution of the claim nor provide the indemnified party with reasonable assurance that it will diligently pursue resolution, then the indemnified party may, without in any way limiting its other rights or remedies, defend the claim. Nothing herein shall limit or restrict Licensor’s or its Affiliates’ rights to defend and protect their ownership and Intellectual Property Rights in and to the OS Software and Licensed Applications, in whole or in part, in connection with any claim.

9. LIMITATION OF LIABILITY

9.1 EXCEPT WITH RESPECT TO LICENSEE’S BREACH OF SECTION 2 (LICENSE TO SOFTWARE), SECTION 3 (INTELLECTUAL PROPERTY) OR SECTION 6 (CONFIDENTIAL INFORMATION), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, LOSS OF USE, COST OF COVER, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT.

9.2 IN NO EVENT WILL LICENSOR’S LIABILITY ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY LICENSEE UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.3 Basis of Bargain. The parties expressly acknowledge and agree that Licensor has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Licensor and Licensee and form a basis of the bargain between the parties.

10. GENERAL PROVISIONS

10.1 Assignment. Licensee’s rights or obligations under this Agreement are not assignable or transferable by Licensee, whether directly or indirectly, by merger, acquisition, change of Control, operation of law or otherwise, without the prior written consent of Licensor, and any attempt to do so shall be void. Licensor has the right to freely assign all or part of its rights and obligations under this Agreement, including to any Affiliate of Licensor. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

10.2 Notice. Any notices required hereunder shall be given in writing signed by the party giving notice and may be sent by certified or registered mail, personal delivery or commercial overnight courier, or by electronic mail with the original sent by first class mail, commercial overnight courier or their equivalent, and shall be effective as of the date first received. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section 11.2.

10.3 Severability. If any paragraph or provision of this Agreement is found to be void or invalid as a matter of law, such paragraph or provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining paragraphs or provisions of this Agreement shall nevertheless remain in full force and effect.

10.4 Waiver. No failure or delay by any party in enforcing any of the terms and conditions of this Agreement, or the granting of time by any party to another, shall operate as a waiver or shall prejudice, affect or restrict the rights, powers or remedies of any party hereto.

10.5 Complete Agreement. This Agreement and the Exhibits attached hereto represent the full and complete agreement and understanding of the parties with respect to the subject matter hereof, and supersede and replace all prior and contemporaneous understandings or agreements, whether oral, written or otherwise, regarding such subject matter. Any amendment thereof must be in writing and executed by the parties hereto.

10.6 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party is authorized to bind the other party nor incur any debts or other obligations of any kind on the part of or as agent for the other party except as may be specifically authorized in writing.

10.7 No Third Party Beneficiaries. Unless otherwise expressly provided in this Agreement, no provisions of this Agreement are intended to or shall be construed to confer upon any person or entity other than Licensee and Licensor any rights, remedies or other benefits under or by reason of this Agreement.

10.8 Governing Law. All questions of law, rights and remedies regarding any act, event or occurrence undertaken in connection with this Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to or application of choice of law rules or principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

10.9 Arbitration. All disputes arising from or in connection with this contract shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for arbitration. The seat of arbitration shall be Beijing. The arbitral award is final and binding upon both parties.

10.10 Compliance with Laws. Each party agrees to comply with, and to cooperate for the other party to comply with, all applicable laws and regulations, including but not limited to laws and regulations governing export and re-export and use for any purposes prohibited by export and re-export laws, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce.

10.11 Equitable Relief. Licensee agrees that Licensee's breach of Section 2 or 6 would cause Licensor irreparable harm. Accordingly, without limiting its other remedies, Licensor shall have the right to obtain equitable relief for Licensee's breach of such sections without the requirement of establishing irreparable harm or posting of a bond.

10.12 Force Majeure. No party shall be responsible or liable to another party for nonperformance or delay in performance of any terms or conditions of this Agreement due to acts or occurrences beyond the reasonable control of the nonperforming or delayed party, including but not limited to, acts of God, acts of government, wars, riots, strikes or other labor disputes, fires and floods, provided the nonperforming or delayed party provides to the other party written notice of the existence and the reason for such nonperformance or delay.

10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be considered an original and all of which together will constitute one agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as set forth below: