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flood, the elements, embargo, labor disputes (outside of its control), third -
<br />party strikes, acts of civil or military authority, war, acts of God, acts of
<br />regulatory or governmental agencies, or other causes beyond such Party's
<br />reasonable control.
<br />10.0. APPLICABLE LAW AND DISPUTE RESOLUTION
<br />10.1. The laws of the State of Texas, United States, excluding its choice
<br />of law rules, shall govern the validity, construction, interpretation, and
<br />effect of this Agreement. The United Nations Convention on Contracts
<br />for International Sale of Goods shall not apply.
<br />10.2. Should any dispute, controversy or claim, whether based in contract,
<br />tort, statute, fraud, misrepresentation or any other legal theory, arising out
<br />of or relating to this Agreement not be resolved amicably between the
<br />Parties, jurisdiction and venue for same shall lie in Lamar County, Texas.
<br />10.3. Disputes relating to: (i) the lawfulness of rates, terms, conditions
<br />or practices concerning Services that are subject to the laws or regulations
<br />of a country regulatory agency or other administrative commission (ii)
<br />non-compliance with Section 4 of this Agreement, a violation of which
<br />would cause irreparable harm for which Damages would be inadequate;
<br />or (iii) billing or payment of Charges where the amount in controversy is
<br />less than $200,000; or (iv) Marks or other intellectual property claims;
<br />shall be exempt from the binding arbitration requirement described in
<br />Section 10.2. As to disputes described in this Section 10.3, the claimant
<br />reserves the right to seek relief from an administrative agency or court of
<br />competent jurisdiction located in Lamar County, Texas or in the United
<br />States District Court, Eastern District, Sherman Division.
<br />10.4. The prevailing Party shall be entitled to recover its attorneys' fees
<br />and costs in bringing a legal action pursuant to this Section 10 as allowed
<br />by law.
<br />11.0. GENERAL PROVISIONS
<br />11.1. This Agreement may not be assigned or delegated by either party
<br />without the prior written consent of the other, except that either Party may
<br />assign its rights or delegate its duties under this Agreement, in whole or in
<br />part, to any of its present or future Affiliates or successors (individually
<br />and/or collectively referred to as "Assignees"), and such Assignee may
<br />further assign its rights or delegate its duties under such assigned
<br />Agreement, in whole or in part, to any one or more of Assignee's Affiliates
<br />or successors. The non -assigning Party shall be notified promptly after
<br />such assignment. Except for the foregoing, any other attempted
<br />assignment shall be deemed null, void and without effect.
<br />11.2. This Agreement is for the sole benefit of the Parties hereto and their
<br />permitted successors and assignees and shall otherwise not be deemed or
<br />construed as in any way creating or conferring any rights in third parties,
<br />including without limitation Users. Each party is an independent
<br />contractor of the other, and neither is an employee, partner or joint venture
<br />of the other by virtue of this Agreement or otherwise.
<br />11.3. Any notice, demand or other communication required or which may
<br />be given to the Parties shall be sent to the addresses set forth above.
<br />11.4. If in relation to the provision of a particular Service, it is necessary
<br />for the Parties' local Affiliates to enter into a Local Agreement, the Parties
<br />shall cause each of their local Affiliates in such country to enter into such
<br />Local Agreement. In the event of any direct conflict between any term(s)
<br />of a Local Agreement and any other documents in the Agreement, the
<br />terms of the Local Agreement shall prevail. Breach of a Local Agreement
<br />shall not be grounds for termination of the applicable Order Form, rather
<br />breach of a Local Agreement shall be subject to the remedies set forth in
<br />the respective Local Agreement.
<br />11.5. If a government, regulatory agency or a court of competent
<br />jurisdiction issues a rule, regulation, law or order which has the effect of
<br />canceling, changing, or superseding any material term or provision herein
<br />(collectively, "Regulatory Requirement"), then this Agreement shall be
<br />deemed modified in such a way as the Parties mutually agree is consistent
<br />with the form, intent and purpose of this Agreement and is necessary to
<br />comply with such Regulatory Requirement. CLARO ENTERPRISE
<br />SOLUTIONS reserves the right to discontinue and/or limit the Services,
<br />and/or impose requirements as needed to meet changing regulatory or
<br />statutory rules or standards, or when such rules and standards have an
<br />adverse material effect on the business or economic feasibility of
<br />providing the Services.
<br />11.6. If any portion of this Agreement is found to be illegal, unenforceable,
<br />or invalid in whole or in part for any reason, such illegal, unenforceable,
<br />or invalid provision or parts thereof shall be stricken from this Agreement
<br />and such provision shall not affect the legality, enforceability, or validity
<br />of the remainder of this Agreement. The Parties will use their reasonable
<br />best efforts to replace any unenforceable, invalid or illegal provision to the
<br />extent possible, with a legal, enforceable, and valid provision that is as
<br />similar in tenor to the stricken provision as is legally possible.
<br />11.7. Foreign Corrupt Practices Act and Bribery Act. Each Party hereby
<br />agrees that neither it, nor any of its directors, shareholders, officers,
<br />employees, agents, subcontractors or other third parties performing
<br />Services for or on behalf of either Party will make or has made or offered,
<br />or caused to be made or offered, any bribe or other payment, loan,
<br />commission, gift of money, inducement or anything of value or other
<br />advantage, directly or indirectly to:
<br />(a) any official or employee of any government, or any agency or
<br />instrumentality thereof (including public enterprise or state owned
<br />businesses);
<br />(b) any political party or official thereof or any candidate for political
<br />office;
<br />(c) any individual who holds any legislative, administrative or judicial
<br />position, exercises a public function, or is an official or agent of a
<br />public international organisation;
<br />(d) any other person at the suggestion, request, direction of or for the
<br />benefit of any person described in section (a), (b), (c); or
<br />(e) or any person, company, partnership or legal entity
<br />to influence a decision or to gain any advantage for other Party (or its
<br />directors, employees or agents, or affiliates), itself, or its directors,
<br />employees or agents or their affiliates or other third parties performing
<br />services in connection with any transaction relating to this Agreement that
<br />could result in a violation of any applicable corrupt practices law or
<br />regulation, order, decree or directive having the force of law and relating
<br />to bribery, kick -backs, or similar business practices.
<br />11.8 Export Compliance. The Parties acknowledge that hardware, and any
<br />associated software and/or technology ("Controlled Materials") sold or
<br />provided by either Party in connection with this Agreement may be subject
<br />to export and import laws of the United States and other foreign countries.
<br />Each Party agrees that it will not export, import, re-export, transfer,
<br />release, download, transmit or otherwise divert Controlled Materials,
<br />except in full compliance of the applicable export or import laws and
<br />regulations of the United States and other countries.
<br />11.9. This Agreement constitutes the entire agreement between the Parties
<br />with respect to the subject matter hereunder. This Agreement supersedes
<br />all prior agreements, proposals, representations, statements or
<br />understandings, whether written or oral, concerning such Services or the
<br />rights and obligations relating to those Services. Any supplement,
<br />modification or waiver of any provision of this Agreement shall be in
<br />writing and agreed by authorized representatives of both Parties.
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