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constitute an impermissible assignment . This Agreement is binding
upon and inures to the benefit of the Parties hereto and their respective
permitted successors and assigns .
(d) Governing Law . This Agreement is governed by and construed in
accordance with the internal laws of the State of New York without giving
effect to any choice or conflict of law provision or rule that would require
or permit the application of the laws of any jurisdiction other than those
of the State of New York . Any legal suit, action, or proceeding arising
out of or related to this Agreement or the licenses granted hereunder
will be instituted exclusively in the federal courts of the United States
or the courts of the State of New York in each case located in the city of
Rochester and County of Monroe, and each Party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding .
(e) Severability . If any provision or provisions of this Agreement shall,
for any reason, be deemed unenforceable or in violation of law, such
unenforceability or violation shall not affect the remaining provisions of
this License, which shall continue in full force and effect and be binding
upon the parties hereto .
(f) Section Headings . The headings of the sections, paragraphs, and
appendices herein are for the Parties’ convenient reference only and
shall not define or limit any of the terms or provisions hereof .
(g) Amendment & Waiver . No amendment to or modification of this
Agreement is effective unless it is in writing and signed by an authorized
representative of each Party . No waiver by any Party of any of the
provisions hereof will be effective unless explicitly set forth in writing
and signed by the Party so waiving . Except as otherwise set forth in this
Agreement, (i) no failure to exercise, or delay in exercising, any rights,
remedy, power, or privilege arising from this Agreement will operate or
be construed as a waiver thereof and (ii) no single or partial exercise of
any right, remedy, power, or privilege hereunder will preclude any other
or further exercise thereof or the exercise of any other right, remedy,
power, or privilege .
(h) Status of Parties . This Agreement shall not be construed as creating
any agency, partnership, joint venture, or other similar legal relationship
between the Parties; nor will either Party hold itself out as an agent,
partner, or joint venture party of the other Party . Both Parties shall be,
and shall act as, independent contractors . Neither Party shall have
authority to create any obligation for the other Party .
