Master Service Agreement

Transcription

1 Master Service Agreement The purpose of this agreement: This agreement makes it possible for You to use babelforce Services to communicate with your customers and to enhance your business processes. The actual elements of the babelforce Services that you can make use of are those for which you have completed a Purchase Order on the basis of this Master Service Agreement. This agreement governs the contractual terms and conditions entered into between You and babelforce. The contractual Parties and how the agreement comes into force: This Agreement is entered into by and between babelforce and You. The Agreement shall be considered as binding once You complete and submit the Registration Form to indicate Your acceptance of this Agreement, and receive an confirmation from babelforce indicating that your Registration has been processed. The Start Date is determined from the time that the is sent by babelforce confirming Your Registration. babelforce and You are sometimes referred to as a Party and together as the Parties to this Agreement. Definitions of specific words and phrases Each word or phrase that has a specific meaning defined in this Agreement and any addenda or referenced documents is introduced at the point where it is defined in quotes and bold type and is later used in text with the first letters capitalized. Such words and phrases only have the meaning as specified in this Agreement. babelforce refers to babelforce GmbH, registered at Amtsgericht Charlottenburg, Berlin with Register number.: HRB B. Agreement refers to this document and documents referenced within it and is used to mean the entire contract entered into by both Parties. You or Your refers to the legal entity, natural or legal person, entering into this Agreement with babelforce. We or Us or Our refer to babelforce. Registration Form is the form completed by You with the details of the legal entity (including the authorised legal representative and the company name) and submitted to indicate acceptance of this Agreement. Services are the babelforce products and any related services that it markets and sells to its customers. In particular, products that you acquire the use of by completing Purchase Orders are parts of the babelforce Services. "Your Data" means electronic data and information submitted by or for You to the Services or collected and processed by or for You using the Services, excluding data submitted or processed through or by third party applications, products or services. Marketing Materials are the trademarks, logos and URLs, content, videos and all associated materials that may be amended by babelforce from time to time and that can only be used subject to the terms of this agreement. 1 of 10

2 Agreement The Parties agree as follows: 1. babelforce s Responsibilities: 1. We will make the Services available to You subject to this Agreement and the applicable Purchase Orders and provide Our Standard Support for the Services to You and provide specific support if you have purchased a specific support service. 2. We will use all commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for the following: (a) planned downtime (b) any unavailability caused by circumstances beyond Our reasonable control. See Section 5 (Standard Support) for more information. 3. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. 4. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified. 2. babelforce Free Trial and evaluation: 1. If You register for a Free Trial, We will make one or more Services available to You on a trial basis free of charge. Unless otherwise specified when you sign up for a Free Trial, the trial period is 30 days from the Start Date. The Free Trial ends automatically once the trial period ends and will end earlier if you purchase Services by completing a Purchase Order. 2. The Services provided in a Free Trial are for evaluation purposes only. It is not permitted to use the Services for live customer interactions nor to use any volumes of interactions. The Free Trial is intended only for the isolated testing of the Services provided for evaluation. 3. If you enter any data or content or if you configure any aspects of the Services during a Free Trial, such data, content and configuration will be lost if you do not subsuently purchase the same services. In addition, during a free trial any data, content or configuration information you use to evaluate Services may need to be re entered later once you move to purchased and/or production Services. 4. During a Free Trial the Services are provided as is without any warranty. 5. The particular functionality and content made available in a Free Trial is solely at babelforce s discretion. Regardless of marketing materials or any other descriptions of what the production Services include, the Free Trial is not guaranteed to include the same functionality or content. 6. Sometimes babelforce may provide You with services for evaluation purposes, for example, pilots, beta versions, trial applications, non production applications or services, developer sandboxes, test versions of third party services, test versions of integrations to babelforce services, etc. Such evaluation services are provided without any warranty and may be dicontinued at our sole discretion at any time. babelforce takes no responsibilty for any third party services provided in such evaluations. 2 of 10

3 3. Third Party Providers and Add ons: 1. babelforce or third parties may make available applications, integrations, content or other components or professional services that work with or alongside babelforce s Services, these are referred to as Add ons or as Third Party Add ons when we wish to emphasise that they are made available by a Third Party Provider. Any purchase or use by You of such Third Party Add ons is solely between You and the Third Party Provider. 2. babelforce merely acts as a commercial agent bringing together the parties of such agreements. The provider of each Third Party Add on is solely responsible for that Add on, the related content, and any claims that You or any other party may have relating to that Add on or Your use of that Add on. 3. If You make use of a Third Party Add on with the Services, You grant Us permission to allow the provider of that Add On to access Your Data as required for the interoperation of that Add On with the babelforce Services. 4. babelforce is not responsible for any disclosure, modification or deletion of Your Data resulting from access by an Add On. 5. If functionality, content or any aspect of a Third Party Add On that interoperates with babelforce Services changes, is made unavailable or if We decide at our discretion that the Add On is not appropriate to interoperate with Our Services, we reserve the right to remove functionality or content and/or the ability of the Add On to interoperate with the Services. Should this happen, you will not be entitled to any refund or other compensation. 6. In some instances, babelforce handles the collection of payment for the providers of Third Party Add ons. All such fees are subject to the conditions in the particular Purchase Order or by reference to an online description of the pricing for the particular Third Party Add ons. You agree that babelforce has the right to submit claims in the name of such Third Party Providers for such payments. 4. Use of the Services: 1. You will be responsible for Your and Your employees and contractors compliance with this Agreement. 2. You will use the Services and/or any Add Ons appropriately and in particular you will: a. keep current your registration data, including your e mail address and, if applicable, billing information (including billing address); b. ensure the fulfillment of all legal regulations and licensing requirements and comply with all applicable data privacy laws and data security regulations; c. use the Services in accordance with the Documentation and applicable laws and government regulations; d. keep your password and any other access credentials confidential and inform babelforce immediately if you have reason to suspect your password has been disclosed to or otherwise obtained by any third party; and e. make all reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use. 3. If you make use of any third party applications, services or integrations, including but not limited to Add ons, you will comply with the applicable terms and conditions for such services. 4. You will not make any Service or content available to, or use any Service or content for the benefit of anyone other than You and Your users who are permitted to access the Services. In particular, You may not sell, resell, license, sublicense, distribute, rent or lease any part of a Service or content. 3 of 10

4 5. You may not use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights or use a Service to store or transmit Malicious Code, interfere with or disrupt the integrity or performance of any Service or third party data. 6. You may not attempt to gain unauthorized access to any Service or content or its related systems or networks. 7. You undertake not to permit direct or indirect access to or use of any Service or content in a way that circumvents a contractual usage limit. 8. You may not copy a Service or any part, content, feature, function or user interface. You may not copy content except as explicitly permitted. 9. You may not frame or mirror any part of any Service or content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted under this Agreement. 10. You may not access any Service or content in order to build a competitive product or service, or reverse engineer any Service to the extent such restriction is permitted by law. 11. You will notify babelforce about any experienced deficiencies in the Services and/or in any Add Ons and reasonably assist babelforce in the identification of any such deficiencies and their causes, and in the remedy of such deficiencies. 12. In using the Services and/or any Add Ons, you will not do or attempt to do any of the following: a. abuse the access to the Services and/or engage in any illegal or unlawful actions in relation to the Services and/or Add Ons in any form. In particular it is prohibited to use any Services and/or Add Ons in connection with third parties user accounts without such third parties permission; b. upload or create any kind of malware, spyware, viruses, worms, Trojan horses or similar harmful code; c. otherwise abuse or manipulate the Services or use the Services in a way that violates this Agreement; d. interrupt or block any communication features, e.g. causing overloads or distributing spam; e. distribute or enable access to illegal content of any kind. This applies without limitation to pornographic, racist, violent or any otherwise illegal or immoral content; f. infringe any third party s rights, including without limitation trademarks, copyrights, patents, business and trade secrets and/or any other intellectual property rights. 13. babelforce may modify or remove any content you upload that babelforce determines in its discretion to violate this Agreement. 5. Standard Support: 1. babelforce provides Standard Support as specified in this Section 5, to You unless You have purchased another specific support package. 2. Under Standard Support, we will use all commercially reasonable efforts to make the telecommunications and online Services available 24 hours a day, 7 days a week, except for the following: (a) planned downtime (b) any unavailability caused by circumstances beyond Our reasonable control including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problems, internet service provider or telecommunications failure or delay, problems due to a third party service or application, or denial of service attack. 3. Notwithstanding the fact that in practice we achieve high uptime rates on telecommunications services on a 24x7 basis for customers on Standard Support, the Standard Support does not 4 of 10

5 include a specific target availability level. 4. You may open a ticket at any time by contacting babelforce support as indicated on our website. We will use all reasonable commerial means to respond and resolve support tickets rapidly. We undertake to proactively engage to resolve all issues that are under our control and that are directly related to the Services you have purchased. 6. Licenses granted: 1. babelforce grants You a non exclusive, worldwide, non transferable, non sublicensable license, to use the Services provided to you by babelforce as part of the Services and/or Add Ons. This license is for the sole purpose of enabling you to use the Services and/or Add Ons, as permitted by this Agreement and is limited to the term of this Agreement and subject to the payment of such fees as may be applicable under Purchase Orders for particular Services. 2. babelforce grants you a non exclusive, worldwide, royalty free, non transferable, non sublicensable license, limited to the term of this Agreement, to use the babelforce Marketing Materials for the sole purpose of promoting or advertising that You use the Services. You will refrain from any use of babelforce s trademarks that could damage the goodwill, reputation or interests of babelforce. You are, of course, not obliged to promote Your use of the Services. 3. The license granted to use the Marketing Materials is subject to babelforce s Marketing Materials Usage Guidelines ( Marketing Guidelines ) (which can be found at ). The Marketing Guidelines are part of this agreement by reference and may be updated from time to time by babelforce at its sole discretion. babelforce may revoke this license at any time by giving the You a written notice (including via ). 4. You grant babelforce a non exclusive, worldwide, royalty free, transferable and sublicensable license, limited to the term of this Agreement, to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any content, including any application, you upload, create or configure using the Services, for the sole purpose of enabling babelforce to provide you with the Services and otherwise perform its obligations under this Agreement. For example, in order to make a component like Web call back available for You, you will need to upload your logo and your company name and configure the application. These materials and content will need to be published and displayed in order to provide the Services. 5. You agree that babelforce, at its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports, website listings and links to your website(s) for the purpose of publicizing your use of the Services. babelforce undertakes to make all commercially reasonable efforts to ensure that such materials and content are used to promote You and Your company and products in the best possible light. babelforce is not under any obligation to so advertise, market, promote, or publicize Your use of the Services. 7. Fees and Payment 1. You will pay all fees specified in Purchase Orders. Payment obligations are noncancelable and fees paid are non refundable. 2. You are responsible for keeping any data relevant to billing, payments and payment methods used up to date and valid. You will notify us promptly of any changes to such information. If you have authorised us to take payment, for example, from a credit card or by direct debit, then you acknowledge that we have the right to automatically take payment for fees due. 3. Unless otherwise stated in a Purchase Order, invoiced charges are due immediately from the invoice date and must be paid without deduction. 5 of 10

6 4. If any amount is not received by Us by the due date, we reserve the right to charge late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. 5. If any amount owing by You is 30 or more days overdue, We reserve the right to accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable. 6. If any amount owing by You is 30 or more days overdue, We reserve the right to suspend Our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that Your account is overdue, in accordance with Section 8.4, before suspending services to You. 7. babelforce reserves the right to update pricing from time to time at its sole discretion. We will inform You 30 days prior to the price increase taking effect. 8. Unless otherwise indicated, prices stated exclude the applicable value added, sales or other applicable tax. 8. Term and Termination 1. This Agreement shall become effective as of the Start Date and continues until the end of the longest term, referred to as the Active Term, specified in any and all Purchase Orders You have submitted. 2. The term applicable to Services will be as specified in Purchase Orders. Except as otherwise specified in a Purchase Order, the term will automatically renew for additional periods equal to the expiring term or one year (whichever is shorter), unless either Party gives the other notice of non renewal at least thirty (30) days before the end of the relevant currently Active Term. 3. Free Trials and any other form of evaluation services (see Section 2) are provided solely at babelforce s discretion and may be discontinued at any time. The participation in a Free Trial or the evaluation of services does not constitute a Purchase Order nor does it specify a term applicable to this Agreement. 4. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach. 5. If this Agreement is terminated by You in accordance with 8.4, We will refund You any prepaid fees covering the remainder of the Active Term after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 8.4, You will pay any unpaid fees covering the remainder of the Active Term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination. 6. After a thirty (30) day period from the effective date of termination, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited. 7. The following Sections will survive any termination or expiration of this Agreement: Section 7 (Fees and Payment), 8.5 (Refund or Payment upon Termination), 8.6 (Portability and Deletion of Your Data), 10 (Intellectual Property Rights), 11 (Warranty, Disclaimer of Warranty), 12 (Limitation of Liability), 14 (Mutual Indemnification), 15 (Confidential Information and Publicity), 16 (Prohibition on Raiding or Solicitation), 18 (Entire Agreement, Notices), 19 (Disputes and Dispute Resolution), 20 (Governing Law and Jurisdiction). 9. Assignment and sub contracting 1. Neither Party may assign or otherwise transfer this Agreement or any part of it to a third party 6 of 10

7 without the prior written consent of the other Party, such consent not to be unreasonably withheld. 2. This Agreement is enforceable by the original Parties to it and by their successors in title and permitted assignees. 10. Intellectual Property Rights 1. All intellectual property rights in babelforce Marketing Materials, the babelforce Services and related content and technology around the world ( babelforce Intellectual Property Rights ) are and will remain the exclusive property of babelforce and its subsidiary companies. These babelforce Intellectual Property Rights include but are not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights. 2. The License granted by babelforce to You under Section 5 of this Agreement is granted solely under the terms of this Agreement. Your right to use the Marketing Materials is at the discretion of babelforce and is subject to Your compliance with the terms of this Agreement, Marketing Guidelines, and with all applicable laws and regulations. 3. You agree to always use the Licensed Marks and any other babelforce Marks in compliance with the Marketing Guidelines. 4. You agree not to create or obtain any intellectual property rights (including but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any babelforce Intellectual Property Rights. 5. You agree to promptly notify babelforce of any unauthorized use of any babelforce Intellectual Property Rights of which You have actual knowledge. 6. babelforce may perform periodic reviews of any Marketing Materials presented by You, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by You. 7. Where babelforce provides software or related artefacts and resources (including but not limited to source code, HTML and other markup languages, javascript and other scripting, audio and graphics) to You, babelforce owns all intellectual property and derivative rights and does not grant any license to the software other than to allow You to make use of and promote the babelforce Services in accordance with this Agreement. 11. Warranty, Disclaimer of Warranty 1. Both Parties warrant that at all times during the Active Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement. 2. While this Agreement is in effect and after its termination for any reason whatsoever, You expressly undertake not to do anything that might reasonably be expected to damage the business, interests or reputation of babelforce and will not make, publish or allow to be made or published any disparaging remarks concerning babelforce, its representatives, or the babelforce Services. 3. Other than babelforce s express warranty under 10.1, babelforce makes no other warranty, express or implied, of any kind and babelforce expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non infringement of the subject matter of this Agreement. 12. Limitation of Liability 7 of 10

8 1. By entering this Agreement You recognize the limitations on babelforce s liability. 2. Neither Party shall be liable for any indirect, incidental, special, punitive or consequential damages, or any economic loss (including loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or loss or damage of data, or any loss or damage arising out of data use, even if such Party has been informed of the possibility of such damages. babelforce s maximum liability for any damages arising out of or related to this agreement shall not not exceed 100 EUR. 3. Notwithstanding the foregoing, the above limitations on liability shall not apply to either Party s indemnification obligations under Section 14 of this Agreement. 13. Independent Contractors 1. The Parties act on their own behalf as independent contractors. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and You are expressly precluded from acting on babelforce s behalf. 2. Your display of Marketing Materials under this Agreement, other content presented by You, or contact between You and third parties shall not misrepresent the relations between the Parties as independent contractors to this Agreement. 14. Mutual Indemnification 1. babelforce shall defend, indemnify and hold You harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against you by a third party alleging that the use of the Services infringes, misappropriates or violates any intellectual property rights of a third party; provided, that You (a) promptly give written notice of the Claim to babelforce; (b) give sole control of the defense and settlement of the Claim (provided that babelforce may not settle or defend any Claim unless it unconditionally releases you of all liability); and (c) provide to Us, at Our cost, all reasonable assistance. 2. You will indemnify, defend and hold babelforce and its subsidiaries, affiliates, officers and employees (the babelforce Indemnified Parties ) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the babelforce Indemnified Parties arising from any of the following: (i) a breach of the Agreement by You; (ii) the negligence, gross negligence or willful misconduct of You or Your employees, agents or contractors; or (iii) a failure by You or Your employees, agents, contractors or invitees to comply with applicable laws and regulations. 3. These indemnification obligations shall continue after the expiration or termination of this Agreement. 15. Confidential information and publicity 1. Neither Party shall use or disclose any Confidential Information of the other Party, including any information or data relating to the Parties technical solutions or business plans. Information shall in any event be considered confidential if related to pricing, discounts or contractual information or if designated as confidential by either of the Parties. 2. The foregoing provisions shall not prevent the disclosure or use by either Party of any part of such disclosed information or data which: a. is in or comes into the public domain in any way without breach of this contract by the receiving Party; or b. the receiving Party can show was i) in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the 8 of 10

9 disclosing party and was not previously acquired by the receiving Party from the disclosing Party under an obligation of confidence, or ii) to have been developed by or for the receiving party at any time independently of any information disclosed to it by the disclosing Party; or iii) the receiving Party obtains or has available from a source other than the disclosing Party without breach by the receiving party or such source of any obligation of confidentiality or non use towards the disclosing Party; or iv) is hereafter furnished by the disclosing Party to a third party without restriction on disclosure or use; or v) is disclosed by the receiving Party with the prior written approval of the disclosing Party. 3. The receiving Party shall maintain the disclosing Party's Confidential Information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information. The receiving Party shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of the receiving party whose work requires them to know the same. Copies or reproductions ( Copies ) shall not be made except to the extent reasonably necessary for the purposes of this Clause 15.3 and all Copies made shall be the property of the disclosing Party. 4. The receiving party shall a. not divulge the disclosing Party's Confidential Information, in whole or in part, to any third party or to any other associated party or business division, and b. make no commercial use of the same or any part thereof without the prior written consent of the disclosing Party. Notwithstanding the foregoing, the receiving Party shall be entitled to make any disclosure required by law of the disclosing Party's Confidential Information provided that it gives the disclosing Party not less than two working days' notice of such disclosure. 5. Each Party warrants its right to disclose its Confidential Information to the other Party. 16. Prohibition on Raiding or Solicitation 1. Neither Party shall for the duration of this Agreement and for one year after termination hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly. 17. Force Majeure 1. If either Party shall be prevented (directly or indirectly) from performing any of its obligations under the Agreement, other than to pay invoices due, by reason of any Act of God, terrorism, fire, flood, unusually severe weather, explosions, riot, labour dispute, accident, war or the acts, orders, restrictions of any government including the withdrawal or withholding of any export or import licence or regulatory approval, telecommunications network failure, improper performance by babelforce s suppliers or defects in objects, materials or software of third Parties, freight embargoes or other reason beyond its reasonable control excepting the negligence of the Party affected, it shall be entitled (providing it has promptly notified the other of the preventing circumstances arising and its likely duration and effect) to delay without penalty the performance of such obligations until the preventing circumstances cease. 2. If the period of the force majeure event exceeds two calendar months either Party may terminate this contract by written notice to the other Party. 18. Entire Agreement; Severability; Notices, Modification by Notice 1. This Agreement and documents referenced within it represent the entire agreement among the Parties. 2. babelforce may modify this Agreement from time to time at its reasonable discretion by posting a change on the Website or by notifying You by . If You object to any such change, You may 9 of 10

10 terminate this Agreement for cause. Your continued use of the Services following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended. 3. If individual provisions of this Agreement and/or Purchase Orders including the conditions of business should prove to be ineffective, this does not affect the effectiveness of the remaining provisions. The Parties shall without delay replace the ineffective provisions by others which as closely as possible approximate to the intentions of the ineffective provisions. 4. Either Party s failure to enforce the other Party s strict performance of any provision of this Agreement will not constitute a waiver of the first Party s right to subsequently enforce such provision or any other provision of this Agreement. 5. This Agreement may be signed in counterparts and such counterparts shall be valid and binding on the Parties hereto with the same effect as if original signatures had been exchanged. All notices relating to this Agreement shall be delivered via (with return receipt) or mail to the registered addresses of the legal entities, i.e. the Parties, entering into this Agreement. 19. Disputes and dispute resolution 1. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within thirty (30) business days of the receipt of such notice. 2. All controversies or disputes, which by statute are not exclusively subject to court determination, shall in the first instance be addressed through direct negotiation and dispute resolution in good faith and at a senior management level. 3. If the matter is not resolved through negotiation at senior management level, the Parties will attempt to resolve the dispute in good faith through an Alternative Dispute Resolution (ADR) (e.g.schlichtungsstelle für IT Streitigkeiten) that is provided by the Berlin Industry and Chamber of Commerce (Industrie und Handelskammer Berlin). 4. If the matter has not been resolved by an ADR procedure within sixty (60) days of the initiation of that procedure, or if either Party will not participate in an ADR procedure, the dispute shall be decided by the court having jurisdiction according to Section Nothing in this Section 17 shall be taken as preventing at any time while the dispute resolution procedures are in progress or before or after they are invoked either Party instituting against the other proceedings before the courts to protect that Party s intellectual property rights, trade secrets or confidential information. 20. Governing Law, Jurisdiction 1. This Agreement shall be governed by the laws of the Federal Republic of Germany. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate court in Berlin, Germany and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum. 10 of 10