11.1. Governing law and dispute resolution. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of Belgium, without giving effect to any law that would result in the application of the law of another jurisdiction. Any dispute arising out of or in connection with this Agreement that shall not be amicably settled by the parties through good faith negotiations within three (3) months after notification in writing by any of the parties, shall fall under the exclusive jurisdiction of the Courts of Ghent.
11.2. Assignment. Referral Partner may not assign this Agreement or any rights or obligations hereunder, by either operation of law or otherwise.
11.3. Non-exclusivity. No provision of this Agreement shall be interpreted as preventing, restricting or otherwise interfering with the ability of the Company to directly or indirectly market, promote, distribute, license or otherwise exploit all or any aspect of the Demo, the Solution, the (Prototype) Software or services in any manner whatsoever. This Agreement does not constitute an exclusive grant to Referral Partner of any specific customer, territory or geographic area. The Company may, in its sole discretion, and without obligation, notice or liability to Referral Partner, appoint other partners, distributors, licensees, representatives or agents. The Company reserves all rights not expressly granted to Referral Partner by this Agreement. Nothing in this Agreement shall be interpreted to limit or restrict the rights of the parties to quote or sell to any third parties, their respective software or services.
11.4. Severability. If any term or provision of this Agreement should prove to be null, void, illegal or unenforceable pursuant to any law, regulation, and jurisprudence or to a final decision rendered by a competent jurisdiction, this provision shall be deemed not to have been written, without affecting the validity of the other provisions, which will remain in full force and effect. In such case, the parties shall seek in good faith to agree to substitute for the invalid provision an enforceable provision that most closely approximates the economic effect of the invalid provision.
11.5. Relationship of the Parties. No agency, representation, joint venture, or employment is created as a result of this Agreement and Referral Partner does not have any authority of any kind to bind the Company in any respect whatsoever.
11.6. Headings. The headings of this Agreement, along with its Annexes, are for convenience only, and shall not in any way limit or affect the meaning or interpretation of any terms hereof.
11.7. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of each party.
11.8. Entire Agreement. This Agreement, along with the Annexes, which are incorporated herein by reference, sets forth the entire agreement between the parties with respect to the subject matter hereof and completely supersedes and replaces any and all prior or contemporaneous proposals, communications, statements, agreements, understandings and representations between the parties, whether written or oral, concerning the subject matter hereof. The Parties agree that only the English version of this Agreement and of Annexes shall be authoritative between the Parties.
IN WITNESS WHEREOF, this Agreement has been signed in Ghent, Belgium, by both Parties in duplicate on ………………………………………………., each Party acknowledging having received one duly signed original;
For Referral Partner,
(place & date)
For Infinity Mobile,
GEERT ROETE, CEO