Operation Manual

License Agreement 51

may terminate this Agreement at any time, upon notiﬁcation to AAS. This

Agreement will terminate immediately without notice from AAS if the Li-

censee fails to comply with any provision of this License. Any such termina-

tion by AAS shall be in addition to and without prejudice to such rights and

remedies as may be available, including injunction and other equitable reme-

dies. Upon receipt of notice of termination from AAS, the Licensee must (a)

immediately cease to use the Software; (b) destroy all copies of the Software,

as well as copies of all documentation, speciﬁcations and magnetic media re-

lating thereto in Licensee’s possession or control; and (c) return all original

versions of the Software and associated documentation. The provisions of

Sections 1, 3, and 5 shall survive the termination of this Agreement.

7. GOVERNING LAW. This Agreement shall be governed by and construed in

accordance with the laws of the Province of Quebec, without regard to the

United Nations Convention On Contracts for the International Sale of Goods

and conﬂict of laws provisions, if applicable, and the parties hereby irrev-

ocably attorn to the jurisdiction of the courts of that province. Les parties

sont d’accord

a ce que cette convention soit r

edig

ee en langue anglaise. The

parties have agreed that this agreement be drafted in the English language.

8. SEVERABILITY. If any of the above provisions are held to be illegal, in-

valid or unenforceable, such provision shall be severed from this Agreement

and this Agreement shall not be rendered inoperative but the remaining pro-

visions shall continue in full force and effect.

9. ENTIRE AGREEMENT. This Agreement is the entire agreement between

AAS and the Licensee relating to the Software and: (i) supersedes all prior or

contemporaneous oral or written communications, proposals and representa-

tions with respect to its subject matter; and (ii) prevails over any conﬂicting

or additional terms of any quote, order, acknowledgment, or similar com-

munication between the parties during the term of this Agreement except as

otherwise expressly agreed by the parties. No modiﬁcation to the Agreement

will be binding, unless in writing and signed by a duly authorized represen-

tative of each party.

10. NON-WAIVER. No delay or failure to take any action or exercise any rights

under this Agreement shall constitute a waiver or consent unless expressly

waived or consented to in writing by a duly authorized representative of

AAS. A waiver of any event does not apply to any other event, even if in

relation to the same subject-matter.