Section 3.01 ITAR § 124.8(1) This Agreement shall not enter into force, and shall not be amended or extended, without the prior written approval of the United States Department of State.
Section 3.02 ITAR § 124.8(2) This Agreement is subject to all United States laws and regulations relating to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations.
Section 3.03 ITAR § 124.8(3) The Parties to this Agreement agree that the obligations contained in this Agreement shall not affect the performance of any obligations created by prior contracts or subcontracts which the parties may have individually or collectively with the U.S. Government.
Section 3.04 ITAR § 124.8(4) No liability will be incurred by or attributed to the U.S. Government in connection with any possible infringement of privately owned patent or proprietary rights, either domestic or foreign, by reason of the U.S. Government’s approval of this Agreement.
Section 3.05 ITAR § 124.8(5) The Technical Data and Defense Services exported from the United States in furtherance of this Agreement, and any Defense Article which may be produced or manufactured from such Technical Data or Defense Service, may not be transferred to a person in a third country or to a national of a third country except as specifically authorized in this Agreement unless the prior written approval of the Department of State has been obtained.
Section 3.06 ITAR § 124.8(6) All provisions in this Agreement which refer to the United States Government and the Department of State will remain binding on the parties after the termination of the Agreement.
Article IV
General
Section 4.01 Governing Law. This Agreement shall be governed by, and construed in accordance with, the applicable United States federal laws and regulations and the laws of the State of Delaware, USA. This Agreement is subject to, and the Parties agree to comply with, the ITAR and other export control laws and regulations of the United States governing imports and exports.
Section 4.02 Representations and Warranties. Each Party represents and warrants that this Agreement has been duly authorized, executed and delivered by the respective Party and constitutes the valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms.
Section 4.03 Limitation of Liability. Notwithstanding any provision of this Agreement to the contrary, no Party will be entitled, in connection with any breach or violation of this Agreement, to exemplary or other special damages or any indirect, incidental or consequential damages, including without limitation damages relating to loss of profit, business opportunity or business reputation. Notwithstanding the preceding sentence, a Party shall be entitled to pursue damages related to loss of profit, business opportunity or business reputation, if the breach or violation is knowing and intentional or fraudulent. Excluding breaches or violations that are knowing and intentional or fraudulent, each Party, as a material inducement to the other Parties to enter into and perform their obligations under this Agreement, hereby expressly waives its rights to assert any claim relating to such damages and agrees not to seek to recover such damages in connection with any claim, action, suit or proceeding relating to this Agreement, other than as provided in the preceding sentence of this section.
Section 4.04 Entire Agreement; Interpretation and Construction. This Agreement, and the exhibits attached to this Agreement, which shall be deemed to be part of this Agreement and subject to its terms, constitute the entire agreement among the Parties concerning the subject matter of this Agreement and supersede all prior agreements and understandings, whether written or oral, regarding the subject matter of this Agreement. Where the context so requires, the singular shall include the plural. The headings and captions of this Agreement are inserted for convenience and identification only and are in no way intended to define, limit or expand the scope and intent of this Agreement or any provision hereof.
Section 4.05 Waiver of Provisions. No failure to exercise, and no delay in exercising, on the part of a Party of any right, power or privilege under this Agreement shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
Section 4.06 Binding on Successors. The terms, conditions and provisions of this Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective heirs, successors, transferees and assignees.
Section 4.07 Severability. Each provision of this Agreement shall be considered severable, and if for any reason any provision or provisions of this Agreement are determined by a competent authority to be invalid or contrary to any existing or future law of any jurisdiction or any rule or regulation of any governmental authority, such provision shall be construed or limited in such a way as to make it enforceable, consistent with the manifest intentions of the Parties.
Section 4.08 Amendment. Except as otherwise provided in Section 4.09, this Agreement may only be amended or modified by written consent of all applicable Parties. Any amendment or modification shall become effective in accordance with its terms after such amendment or modification is appropriately approved by the Department of State and such modification or amendment is executed by each of the Parties.
Section 4.09 Amendment to Charter Membership. Notwithstanding Section 4.08, the Parties agree that the Applicant may, without the written consent of any other Party, add or remove Licensors, Licensees, or Sub-licensees to the Agreement by amend or modify: (a) the definitions Licensors, Licensees, or Sub- licensees to this Agreement; (b) the definition of the Territory to reflect the nationality of the Parties to this Agreement; and (c) the permitted list of nationalities authorized for dual/third country national employees set forth in Section 2.07(b) to this Agreement. Any amendment or modification under this Section shall become effective in accordance with its terms after such amendment or modification is appropriately approved by the Department of State and such modification or amendment is executed by the Applicant and the added or removed Licensor or Licensee and a copy of the amendment is sent to all Parties.
Section 4.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts taken together shall constitute the agreement of the Parties.
Section 4.11 Rule of Construction. The Parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement and, therefore, agree that the rule of construction that ambiguities shall be construed against the drafter of the document shall not be applicable.
Section 4.12 Controlling Language. English is the controlling language of this Agreement.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.
CANEUS USA Inc.
By: __________________________ [NAME, TITLE] Date: _____________ CANEUS International By: __________________________ [NAME, TITLE] Date: _____________ Company A By: __________________________ [NAME, TITLE] Date: _____________ Company B By: __________________________ [NAME, TITLE] Date: _____________ Organization C By: __________________________ [NAME, TITLE] Date: _____________
The following Government End-Users acknowledge their desire that the Consortium develop the Fly-By-Wireless solutions contemplated by this Agreement:
Agency A By: __________________________ [NAME, TITLE] Date: _____________ Agency B By: __________________________ [NAME, TITLE] Date: _____________ Agency C By: __________________________ [NAME, TITLE] Date: _____________ Agency D By: __________________________ [NAME, TITLE] Date: _____________