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10. THIRD PARTY BENEFICIARIES. You are hereby notified that persons and entities
that have licensed software to VERIFONE for inclusion in the Software are third party
beneficiaries to this Agreement as it applies to their respective software product(s)
included in the Software.
11. MISCELLANEOUS. The Agreement and any attached Exhibits constitutes the entire
agreement between VERIFONE and You and it supersedes all prior or
contemporaneous communications and proposals, whether electronic, oral or written
that relate to its subject matter. This Agreement will be governed by the laws of the
State of Georgia without regard to its conflict of law provisions. Each party consents to
the exclusive jurisdiction and venue of the appropriate courts in Chatham County,
Georgia, for all disputes arising out of or relating to this Agreement. The prevailing
party in any action or proceeding to enforce its rights hereunder shall be entitled to
recover reasonable attorneys' fees and other reasonable costs incurred in the action
or proceedings. The failure of a party to exercise or enforce any right or provision of
this Agreement will not constitute a waiver of such right or provision. This Agreement
is between independent contractors and no joint venture, partnership, or employment
relationship exists between the parties as a result of this Agreement and neither party
has the authority to make representations on behalf of or legally bind the other.
Neither party may assign this Agreement, in whole or in part, without the other party's
written consent, which consent shall not be unreasonably withheld. If any provision of
this Agreement is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give the maximum effect to the
parties' intentions as reflected in the provision, and that the other provisions of the
Agreement shall remain in full force and effect. Neither party shall use the name or
marks, refer to or identify the other party in advertising or publicity releases, promotional or
marketing correspondence to others without first securing the written consent of such
other party. Each party agrees that it will not unduly delay in responding to such a request.
In addition to those obligations that have accrued prior to termination, Sections 3, 4
and 6 through 11 shall survive any termination of this Agreement. All notices,
demands, or consents required or permitted hereunder shall be in writing and shall be
delivered in person or sent via overnight delivery or certified mail to the respective
parties at the addresses set forth herein or at such other address as shall have been
given to the other party in writing. Such notices shall be deemed effective upon the
earliest to occur of: (i) actual delivery; or (ii) three days after mailing, addressed and
postage prepaid, return receipt requested. All notices to VERIFONE shall be sent to
the attention of VERIFONE's Executive Vice President.
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