User manual

its own confidential information, and shall use commercially reasonable efforts to ensure that such
information is not disclosed to a third party in any manner except with the prior written consent of Magellan,
except where such information is required to be disclosed by court order or applicable law or becomes pub-
licly known through no fault of Customer.
10.4Entire Agreement; No Waiver. This Agreement represents the entire understanding of the parties with
respect to the subject matter hereof, and supersedes any other prior understanding of the parties, whether
written or oral. No amendment, alteration or waiver of this Agreement shall be effective unless made in writ-
ing and signed by both parties.
10.5Governing Law. This Agreement shall be governed and construed in accordance with the laws of the
State of California, United States, without regard to its conflicts of law principles and without regard to the
United Nations Convention on Contracts for the International Sale of Goods. The parties shall attempt to
resolve any disputes arising under this Agreement in good faith.
10.6Construction and Severability. In the event any portion of this Agreement is determined to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect
and such provision shall be replaced with a valid and enforceable provision with an effect as close as possible
to the invalid or unenforceable provision. As used in this Agreement, the terms "include" and its correlative
terms shall be deemed to be terms of example and not limitation.
10.7Injunctive Relief. Magellan shall have the right to enforce the terms and conditions of this Agreement by
equitable relief where applicable, including injunctive relief and specific performance, without the necessity
of posting a bond.
10.8Assignment. Customer shall have no right to assign or transfer all or any portion of this Agreement by
operation of law or otherwise (including by merger, acquisition, consolidation or sale of all or substantially all
assets of Customer).
10.9Export Control. Customer agrees not to export from anywhere any part of the Software, including Third
Party Software, provided to Customer or any direct product thereof, except in compliance with, and with all
licenses and approvals required under, applicable export laws, rules and regulations.
10.10Government End Users. If the Software is being acquired by or on behalf of the United States govern-
ment or any other entity seeking or applying rights similar to those customarily claimed by the United States
government, Customer shall contact Magellan at the appropriate Magellan address set forth on the first page
of this Agreement for a copy of the additional terms and conditions governing such Customer's use.