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r <br /> 11 <br /> and the Customer; no Party is by virtue of this Agreement authorized as an agent, employee <br /> or agent representative of the other. <br /> 14. EXPORT AND CONTROL RESTRICTIONS. The Customer acknowledges that this <br /> Agreement and the provision of all products hereunder shall be subject to the export control <br /> laws and, regulations of Canada as are in force from time to time and the Customer shall <br /> comply with all such laws and regulations. <br /> 15. NON-EXCLUSIVITY. Nothing in this Agreement will be construed to prevent Miovision from <br /> marketing, licensing, selling or otherwise providing the Miovision Platform, Support, or <br /> Hardware, or any aspects of Miovision's technology or other product offerings to any third <br /> party. <br /> 16. ASSIGNMENT. This Agreement and any rights or obligations hereunder, shall not be <br /> assigned, sublicensed or otherwise transferred by the Customer by a change of control of <br /> the Customer or by operation of law. Miovision may transfer or assign its rights and <br /> obligations hereunder without prior written approval of the Customer. This Agreement shall <br /> be binding upon and shall inure to the benefit of Miovision and the Customer and each of <br /> their successors and permitted assigns. <br /> 17. GOVERNING LAW. The rights and obligations of the Customer and Miovision and all <br /> interpretations and performance of this Agreement shall be governed by and construed in <br /> accordance with the laws of the Province of Ontario, Canada, without regard to conflicts of <br /> laws principles. The Parties agree that the provisions of the United Nations Convention on <br /> Contracts for the International Sale of Goods do not apply to this Agreement. The Parties <br /> irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the <br /> Province of Ontario, Canada, and all courts competent to hear appeals therefrom. <br /> 18. NOTICES. Any notices, demands and other communications hereunder shall be in writing <br /> and shall be delivered, sent by electronic transmission, or by mail, registered or certified, <br /> return receipt requested, postage prepaid, and addressed to the parties as outlined on the <br /> Order Form. All notices shall be effective and deemed to be delivered (i) if mailed, on the fifth <br /> business day following such mailing, unless there is an interruption in the mail, in which case <br /> it shall be deemed to have been given when received; or (ii) if delivered or sent by facsimile, <br /> on the business day following the date of dispatch or the date of transmission, as the case <br /> may be. Either Party may change the address for notice by giving written notice of such <br /> change to the other Party in the manner provided in this Section. <br /> 19. SEVERABILITY. If any provision of this Agreement is held to be unenforceable or illegal by a <br /> court of competent jurisdiction, such provision shall be modified to the extent necessary to <br /> render it enforceable, or shall be severed from this Agreement, and all other provisions of <br /> this Agreement shall remain in full force and effect. <br /> 20. FORCE MAJEURE. Neither Party to this Agreement shall be liable to the other for any <br /> failure or delay in performance by circumstances beyond its control, including but not limited <br /> to, acts of God, fire, labour difficulties, governmental action or terrorism, provided that the <br /> party seeking to rely on such circumstances gives written notice of such circumstances to the <br /> other Party hereto and uses reasonable efforts to overcome such circumstances. <br /> 80 <br />