1.Entire Agreement, Amendments, and Waivers. This Agreement constitutes and contains the entire agreement between XXX and YYY, and supersedes any and all prior negotiations, conversations, correspondence, understandings, and letters respecting the subject matter hereof. This Agreement may be amended or modified or one or more provisions hereof waived only by a written instrument signed by the parties. No delay or omission by any party in exercising any right or power arising from any default by the other party shall be construed as a waiver of such default, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right or power arising from any default by a party. No waiver of any breach of any covenant or other condition shall be construed to be a waiver of or consent to any previous or subsequent breach of the same or of any other covenant or condition.
2.Severability and Captions. If one or more provisions of this Agreement are held to be invalid or unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded. In the event a part or provision of this Agreement is held to be invalid or unenforceable or in conflict with law for any reason, the parties shall replace any invalid part or provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The captions to this Agreement are for convenience only and are to be of no force or effect in construing and interpreting the provisions of this Agreement.
3. Governing Law, Venue and Consent to Jurisdiction. This Agreement shall be governed by and construed under the laws of ….. without regard to its conflicts of law principles.
The parties agree that, in the event of any action, suit or proceeding arising from or based upon a breach of any provision of this Agreement, the proper venue shall be …….. The parties further covenant and agree to submit to the jurisdiction of the District Court of …..as the court of first instance in the event of any such action, suit or proceeding.
Each party to this Agreement covenants and agrees that, in the event of any action, suit or proceeding arising from or based upon a breach of any provision of this Agreement, the prevailing party shall be entitled to recover from the other party any and all litigation expenses, including, but not limited to, reasonable attorneys’ fees, expert witness fees, and costs, in addition to all damages, remedies and relief permitted at law or in equity.
4.Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be sent via overnight carrier, or via regular mail as follows:
With a copy to:
With a copy to:
5. Execution by Fax and in Counterparts. This Agreement may be executed by fax and in any number of counterparts, which together shall constitute one instrument.