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exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be
<br />construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or
<br />privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right,
<br />remedy, power, or privilege.
<br />(e) Severabili'ly. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
<br />such invalidity, illegality, or unenforceability will not affect any other term or provision of this
<br />Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon
<br />such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto
<br />shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as
<br />closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby
<br />be consummated as originally contemplated to the greatest extent possible.
<br />(f) 4:l�ovei�nin law ak nlissipp to 3 ur usclict`uptt. This Agreement is governed by and construed in accordance
<br />with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or
<br />conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction
<br />other than those of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising
<br />out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the
<br />federal courts of the United States or the courts of the Commonwealth of Massachusetts in each case
<br />located in the city of Boston and County of Suffolk, and each Party irrevocably submits to the exclusive
<br />jurisdiction of such courts in any such suit, action, or proceeding.
<br />(g) Assi nment:. Licensee may not assign or transfer any of its rights or delegate any of its obligations
<br />hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the
<br />prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or
<br />delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void.
<br />No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its
<br />obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and
<br />their respective permitted successors and assigns.
<br />(h) jort RMulation. The Software may be subject to US export control laws, including the US Export
<br />Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-
<br />export, or release the Software to, or make the Software accessible from, any jurisdiction or country to
<br />which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with
<br />all applicable federal laws, regulations, and rules, and complete all required undertakings (including
<br />obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting,
<br />releasing, or otherwise making the Software available outside the US.
<br />(i) 1.1S Gover ment Rights. Each of the Documentation and the Software is a "commercial item" as that term
<br />is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial
<br />computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if
<br />Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those
<br />rights with respect to the Software and Documentation as are granted to all other end users under license,
<br />in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the
<br />Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US
<br />Government licensees and their contractors.
<br />0) hiquitabie Relief Each Party acknowledges and agrees that a breach or threatened breach by such Party
<br />of any of its obligations under Section 6 or, in the case of Licensee, Section 2(b), would cause the other
<br />Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that,
<br />in the event of such breach or threatened breach, the other Party will be entitled to equitable relief,
<br />including a restraining order, an injunction, specific performance, and any other relief that may be
<br />available from any court, without any requirement to post a bond or other security, or to prove actual
<br />damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are
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