|
301 Union Street #21308 | Seattle, WA 98111
<br />Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory
<br />that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that
<br />will result in a violation of Sanctions by any Person (including any Person participating in the offering,
<br />whether as underwriter, advisor, investor or otherwise); and the Entity has not knowingly engaged in, is not
<br />now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any
<br />country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
<br />9. Miscellaneous
<br />a) Donee shall not assign this Agreement in whole or in part without the prior written consent of GGC.
<br />b)Donee, its employees, agents, and representatives will not discriminate because of age, race,
<br />religion, creed, color, national origin, disability, sexual orientation, gender, or veterans' status in the
<br />recruitment, selection, training, utilization, promotion, termination, or other employment- related
<br />activities. This Agreement and all services provided hereunder are expressly subject to the
<br />provisions of the United States Executive Order 11246, as amended, and other applicable Federal
<br />Regulations and Orders, issued under or pursuant to the Equal Employment Opportunity Act.
<br />c)This Agreement contains all the understandings and representations between the parties relating to
<br />the subject matter hereof. Any prior agreements, promises, negotiations, or representations not
<br />expressly set forth in this Agreement are of no force and effect. No modifications of this Agreement
<br />or any of its terms shall be effective unless in writing signed by the duly authorized representatives
<br />of the parties as described herein. None of the provisions of this Agreement can be waived or
<br />modified except in a writing signed by both parties.
<br />d)This Agreement shall be exclusively enforced and interpreted using the English (US) language.
<br />e)The terms and provisions of this Agreement shall be interpreted in accordance with and shall be
<br />governed by the laws of the State of Washington, United States of America without giving effect to
<br />its choice-of-law provisions or to any rule construing ambiguities against the draftsperson. The state
<br />courts of the State of Washington in Seattle and King County, and, if the jurisdictional prerequisites
<br />exist, the United States District Court for the Western District of Washington, shall have sole and
<br />exclusive jurisdiction to hear and determine any dispute or controversy arising under or relating to
<br />this Agreement. Each party hereto consents to and waives any objection to the personal jurisdiction
<br />and venue of said courts, and, further, consents to the service of legal process in accordance with
<br />the rules of said courts or, alternatively, in the same manner prescribed for serving notices pursuant
<br />to this Agreement. If Licensor is a federal, state or local governmental agency, jurisdiction and
<br />venue shall be that jurisdiction and venue of the governmental agency.
<br />f) In the event any action or suit is brought by either party by reason of any default or breach of this
<br />contract by the other, then the non-defaulting party shall be entitled to recover from the defaulting
<br />party all of its costs and expenses of suit, including reasonable attorneys' fees and costs.
<br />g)The provisions of this Agreement are severable. If any clause or provision shall be held invalid or
<br />unenforceable, in whole or in part, the remaining terms and provisions shall be unimpaired, and the
<br />unenforceable term or provision shall be replaced by such enforceable term or provision as comes
<br />closest to the intention underlying the unenforceable term or provision. This Agreement is the
<br />product of arms-length negotiations between parties knowledgeable of its subject matter who have
<br />had the opportunity to consult counsel concerning the terms and conditions of this Agreement prior
<br />to the execution hereof. Any rule of law that would require interpretation of any provision against the
<br />party responsible for its inclusion herein shall have no effect on the interpretation of this Agreement.
|