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6.2. Effect of Termination. Upon termination of this Agreement, all licenses and other rights granted to you under this
Agreement will become null and void, except that the End User Licenses and any Sublicenses shall survive
termination as long as the End Users and Sublicensees are in compliance with the terms of this Agreement. Within
five (5) days after termination of this Agreement, you shall return to Dialogic or destroy, at Developer's expense, the
Software, including all copies thereof. Sections 2.3-2.8, 2.10, 3, 4, 5, 6, 7, 8, and 9 of this Agreement shall survive
termination of this Agreement.
7. U.S. Government Restricted Rights
If Software is acquired by or on behalf of a unit or agency of the United States government, the Software is provided as
"commercial computer software" or "commercial computer software documentation" and, absent a written agreement to
the contrary, the government's rights with respect to such Software are limited by the terms of this Agreement pursuant
to FAR Paragraph 12.212(a) and/or DFARS Paragraph 227.7202-1(a), as applicable.
8. Export
Developer shall comply with all export and re-export restrictions, laws and regulations of the U.S. Commerce
Department and other U.S. agencies and authorities.
9. General
9.1. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and permitted assigns. Developer shall not assign or otherwise transfer this Agreement or any rights or
obligations hereunder, in whole or in part, whether by operation of law or otherwise, without Dialogic's prior written
consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void
and of no force or effect.
9.2. Entire Agreement. This Agreement, together with any Special Terms, represents the entire agreement between the
parties, and supersedes all prior agreements and understandings with respect to the matters covered by this
Agreement. In the event of a conflict between this Agreement and the Special Terms, the Special Terms shall control.
Developer agrees that it has not entered in this Agreement based on any representations other than those contained
herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the party to be charged.
9.3. Governing Law. This Agreement shall in all respects be governed by the laws of the Commonwealth of
Massachusetts, excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the
International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods;
and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.
9.4. Severability. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid under
any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted, and the remaining
portions of this Agreement shall remain in full force and effect.
9.5. Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any
subsequent breach or default.
9.6. Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person
or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified on the first
page of this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to
have been given upon receipt.
9.7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all
of which together shall constitute one instrument.
9.8. Headings. The headings are for convenience and shall not be used to construe this Agreement.
9.9. No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute
that either party is the agent or representative of the other party, or that both parties are joint ventures or partners
for any purpose.
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