AUDIOKINETIC - ACADEMIC LICENSE AGREEMENT

READ CAREFULLY: AUDIOKINETIC LICENSES ITS SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.

By selecting the “I accept” button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the AUDIOKINETIC Wwise Technology (as defined below), (i) you accept this Agreement on behalf of the academic, educational and/or research entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement), and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.

If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity, DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE AUDIOKINETIC WWISE TECHNOLOGY.

The words “AUDIOKINETIC”, “AUDIOKINETIC Wwise Technology” and “Licensee” and other capitalized terms used in this Agreement are defined terms. All the definitions can be found in Section 1 below (if the terms are not defined in the main body of the Agreement).

This academic license agreement (the “Agreement”) set forth the terms and conditions on which AUDIOKINETIC is willing to license its AUDIOKINETIC Wwise® Technology and Third Party Plug-ins to Licensee. Licensee understands that the terms and conditions of this Agreement will apply to each SKU of the Licensee Developed Product for which Licensee buys a license from AUDIOKINETIC in accordance with the terms hereof.

1.
DEFINITIONS

The following capitalized terms will have the following meaning in this Agreement:

1.1
“AUDIOKINETIC Deployment Software” means the AUDIOKINETIC libraries and header files of the AUDIOKINETIC Wwise Technology, in object code only, that are required to be incorporated into the Licensee Developed Product for its intended use;
1.2
“AUDIOKINETIC Plug-ins” means the plug-in applications proprietary to AUDIOKINETIC which may be made available for purchase by Licensee from time to time, but excludes Third Party Plug-ins;
1.3
“AUDIOKINETIC Wwise Technology” means AUDIOKINETIC’s proprietary audio and motion technologies (including the technologies entitled “Wwise”, “Wwise Motion” and “SoundSeed” and other future technologies of AUDIOKINETIC) in object code form (and source code form to the extent provided by AUDIOKINETIC under this Agreement), which allows users to develop interactive products for specified platforms, and includes the AUDIOKINETIC Deployment Software, the AUDIOKINETIC Plug-ins, the Documentation and any Quick Fixes, updates and upgrades provided by AUDIOKINETIC hereunder;
1.4
“Bug” means any error, problem, or defect resulting from an incorrect functioning of the AUDIOKINETIC Wwise Technology, a Third Party Plug-in or the Licensee Developed Product, as applicable. A “Bug” of the AUDIOKINETIC Wwise Technology may also mean any error, problem or defect resulting from an incorrect or incomplete statement or diagram in the Documentation, if such an error, problem or defect causes the AUDIOKINETIC Wwise Technology to fail to meet the specifications thereof as contained in the Documentation, causes the Documentation to be inaccurate or incomplete in any respect, causes incorrect results, or causes incorrect functions to occur when any such materials are used;
1.5
“Certified Plug-ins” means the plug-in applications developed by third parties which AUDIOKINETIC distributes on behalf of such third parties and may make available for purchase from time to time which are certified by AUDIOKINETIC as part of its Certified Partner Program;
1.6
“Community Plug-ins” means the plug-in applications developed by third parties which AUDIOKINETIC distributes on behalf of such third parties and may make available for purchase from time to time which are not Certified Plug-ins;
1.7
“Documentation” means all technical, reference and installation manuals, user guides, published performance specifications and other written documentation provided by AUDIOKINETIC generally to its licensees with respect to the AUDIOKINETIC Wwise Technology, along with any modifications and updates thereto made by AUDIOKINETIC from time to time;
1.8
“Effective Date” means the date of acceptance of the terms hereof by Licensee;
1.9
“EULA” means the end user license agreement for the AUDIOKINETIC Wwise Technology which must be entered as part of the installation of the AUDIOKINETIC Wwise Technology;
1.10
“Licensee” means the academic, educational and/or research entity on behalf of which licenses to the AUDIOKINETIC Wwise Technology are acquired;
1.11
“Licensee Developed Product” means the game or other interactive media product developed by or on behalf of Licensee on a Licensee Platform using the AUDIOKINETIC Wwise Technology;
1.12
”Licensee Platform” means the platform for which the Licensee is approved by the platform owner and on which a Licensee Developed Product is released;
1.13
“Quick Fix” means a temporary workaround, patch or bypass or a temporary implementation of a data input or operational procedure in order to diminish or avoid the effect of a Bug which may be supplied by AUDIOKINETIC in respect of the AUDIOKINETIC Wwise Technology or a Third Party Plug-in in its sole discretion;
1.14
“Team Leader” means the individuals designated as team leaders by Licensee for Licensee Developed Product, which designation shall be communicated to AUDIOKINETIC;
1.15
“Third Party Plug-ins” means, collectively, the Certified Plug-ins and the Community Plug-ins; and
1.16
“Wwise Educational Program” means the specific licensing program targeting academic institutions established by AUDIOKINETIC.

2.
STATUS OF LICENSEE AND ELIGIBILITY

2.1
Status of Licensee. Licensee represents that it is a public or private elementary, secondary or post-secondary level vocational school, correspondence school, junior college, college, university, or other scientific or technical institution accredited by the state, provincial, or territorial government in the state, province, or territory where the institution is located and that is operated exclusively for academic, educational and/or research purposes.
2.2
Eligibility. AUDIOKINETIC reserves the right in its sole discretion to refuse to grant an Academic License to any academic institution or related party considered not be eligible therefor and to request documentary or other evidence of such eligibility at any time while the Academic License is in force. Licensee agrees to notify AUDIOKINETIC in writing immediately upon any change of status, during the Term or any renewal term, that may render Licensee no longer eligible for an Academic License, and agree that Licensee’s failure to do so shall constitute a breach hereof.

3.
LICENSE GRANT

3.1
Academic License. Pursuant to this Agreement, AUDIOKINETIC hereby grants to Licensee an Academic License (as defined in the EULA) allowing Team Leaders and their students to (i) install, use and operate the AUDIOKINETIC Wwise Technology in accordance with the Documentation, (ii) modify the Modifiable Source Code, and (iii) make a reasonable number of copies of the AUDIOKINETIC Wwise Technology for the purposes described above, all of the foregoing for Licensee’s internal academic and research use only and for the purposes of developing the Licensee Developed Product in accordance with and subject to the terms of this Agreement. In addition, Licensee may, on the Licensee Platform, and in object code only: (i) use and reproduce the AUDIOKINETIC Deployment Software for the purpose of and to the extent required to develop, test, demonstrate and support the Licensee Developed Product; and (ii) reproduce, promote, display, advertise, provide previews and reviews on all media, publish, distribute, license and offer to license the Licensee Developed Product to End Users either as a stand-alone product or bundled with other software or hardware, as long as such Licensee Developed Product is registered with AUDIOKINETIC as a project. The AUDIOKINETIC Deployment Software is licensed for distribution as part of the Licensee Developed Product only and Licensee is not entitled to distribute the AUDIOKINETIC Wwise Technology, or any portion thereof, in stand-alone form. This Agreement does not grant any right to use the AUDIOKINETIC Wwise Technology in any commercial enterprise nor for any commercial production or sub-contracting.
3.2
License Key. Licensee acknowledges that its Team Leaders will be provided with a key (the “License Key”) that is required to allow such Team Leaders and their faculty and students to download and use the AUDIOKINETIC Wwise Technology in accordance with the relevant license hereunder for a period ending on the next July 31st. The License Key can unlock the functionalities of the AUDIOKINETIC Wwise Technology which are available to Licensee, with one or several Licensee Platforms and plug-ins, all to the extent provided under the relevant license. If a license is obtained for a specific Licensee Platform, the License Key shall be designed to unlock the AUDIOKINETIC Wwise Technology with this or these Licensee Platforms only. If Licensee wants to extend the use of the AUDIOKINETIC Wwise Technology to other Licensee Platforms, or purchase additional plug-ins, Licensee needs to contact sales@audiokinetic.com.

Team Leaders may only disclose the License Key to its faculty and students currently engaged in its academic programs, and only for academic and research purposes. Licensee and each Team Leader shall ensure that proper safeguards are in place to limit any unauthorized access to the AUDIOKINETIC Wwise Technology by any other person. Reproduction and use of the License Key is allowed is as required to unlock the relevant portions of the AUDIOKINETIC Wwise Technology for the relevant Licensee Developed Product on the relevant Licensee Platforms.

Licensee shall be responsible for communicating to its Team Leaders the limitations of this Academic License.
3.3
Other Access to the AUDIOKINETIC Wwise Technology. Licensee may provide access to the AUDIOKINETIC Wwise Technology for its Team Leaders and their faculty and students by copying a single licensed instance resting to the Licensee servers to computers (laptops or other) owned by Licensee or by deploying a licensed instance of the AUDIOKINETIC Wwise Technology via a remote deployment suite to computers owned by Licensee. The AUDIOKINETIC Wwise Technology may be deployed on third party or cloud servers only to the extent access is limited to Team Leaders and their faculty and students.
3.4
Access to Work. Should AUDIOKINETIC be interested in promoting certain research projects or any other pertinent works created or used in connection with the Wwise Educational Program (“Work”), AUDIOKINETIC and Licensee shall discuss in good faith the use by AUDIOKINETIC of such Work for promotional and marketing purposes, including obtaining the consents and authorizations necessary from faculty, students and any other third party required for this purpose. If AUDIOKINETIC is granted to right to use the Work, AUDIOKINETIC agrees to credit the creators of such Work whose names are communicated to it by Licensee.

4.
LICENSE RESTRICTIONS

4.1
Restrictions on Use. Except as expressly provided herein, Licensee agrees not to (a) produce hard copy printed output of data from the AUDIOKINETIC Wwise Technology for reports and notes for purposes other than solely for reference purposes in connection with its own internal academic educational and/or research purposes, and which may not be published or supplied to any third party; (b) expose any underlying programming interfaces of the AUDIOKINETIC Wwise Technology in the Licensee Developed Product once released; (c) include any documentation relating to the AUDIOKINETIC Wwise Technology and sample application elements of the AUDIOKINETIC Wwise Technology with the Licensee Developed Product; (d) remove or alter any copyright or other proprietary notice from the AUDIOKINETIC Wwise Technology and the Documentation; (e) disassemble, decompile or otherwise reverse engineer the AUDIOKINETIC Wwise Technology or otherwise attempt to learn the source code (to the extent not provided by AUDIOKINETIC), or algorithms underlying the AUDIOKINETIC Wwise Technology, to the maximum extent allowed under applicable law; (f) rent, lease or otherwise provide temporary access to the AUDIOKINETIC Wwise Technology otherwise than as specifically authorized herein; (g) copy, alter or modify the AUDIOKINETIC Wwise Technology otherwise than as specifically authorized herein; or (h) authorize or allow others to do any of the foregoing.
4.2
Notice. Licensee agrees to promptly notify AUDIOKINETIC if the Licensee becomes aware of any unauthorized use of the whole or any part of the AUDIOKINETIC Wwise Technology by any third party.
4.3
Ownership. Notwithstanding anything else in this Agreement, AUDIOKINETIC and its third party licensors retain (a) all title to, and, except as expressly licensed herein, all rights to the AUDIOKINETIC Wwise Technology, all copies and derivative works thereof (by whomever developed), and (b) all copyrights, patent rights, trade secret rights and other proprietary rights in the AUDIOKINETIC Wwise Technology.

Except for AUDIOKINETIC’s and its licensors’ retained rights in the underlying AUDIOKINETIC Wwise Technology as set forth and licensed to Licensee herein, Licensee shall own the copyright and all other intellectual property rights to the Licensee Developed Product.
4.4
Open Source Components. The AUDIOKINETIC Wwise Technology contains certain open source components (“Open Source Components”) which are described in the Documentation. Such Open Source Components are not licensed under the terms of this Agreement, but instead are licensed under the terms of their respective licenses. Such Open Source Components are provided “as is” without warranty of any kind. AUDIOKINETIC grants Licensee no right to receive source code to Open Source Components; however, in some cases, rights and access to source code for the Open Source Components may be available directly from their owners, licensors and/or suppliers. Licensee’s use of each Open Source Component is subject to the terms of its applicable license.

5.
MARKS AND INFORMATION

5.1
Marks. Each of AUDIOKINETIC and Licensee owns the trademarks, logos and trade names (collectively, “Marks”) for their respective products and/or services, including, but not limited to the Licensee Developed Product and the AUDIOKINETIC Wwise Technology.
5.2
Credits. Licensee will include the trade-mark and logos provided by AUDIOKINETIC for this purpose and appropriate proprietary notices as per the below on the splash screens in the in-product credits and in the manual of each Licensee Developed Product, if any:

Legal credit line: Powered by Wwise © 2006 – 2016* Audiokinetic Inc. All rights reserved.
* Last year to appear should be year of publication of Licensee Developed Product.

The POWERED BY WWISE logo in .eps or .png format can be obtained on the AUDIOKINETIC website and should only be used in accordance with the Basic Guidelines for Using the “Powered by Wwise” Logo and Tagline also available on the AUDIOKINETIC website.

For this purpose, AUDIOKINETIC hereby grants Licensee a personal, revocable, non-exclusive license to use such trade-marks and logos of AUDIOKINETIC only in association with the Licensee Developed Product(s). Licensee shall not change, amend or otherwise modify the trade-marks and logos submitted to it by AUDIOKINETIC.
5.3
Licensee Marks and Information. Licensee shall use its reasonable commercial efforts to obtain for AUDIOKINETIC the non-exclusive right to use Licensee’s Marks, including in logo form, in connection with promotional and marketing purposes. Licensee authorizes AUDIOKINETIC to reproduce generally available information regarding Licensee, as well as the fact that Licensee has been granted an Academic License, on the AUDIOKINETIC website.
5.4
No Other License. No license to use the Marks is granted except as otherwise stated in this Agreement.

6.
PROPRIETARY INFORMATION

6.1
Proprietary information. Licensee acknowledges that pursuant to this Agreement it will be receiving information which is proprietary and confidential to AUDIOKINETIC and, in the case of the AUDIOKINETIC Wwise Technology, is a confidential trade secret and valuable asset of AUDIOKINETIC which may be the subject of one or more patent applications, which AUDIOKINETIC wishes to protect from public disclosure (“Proprietary Information”). “Proprietary Information” shall also include (i) any information designated as confidential by AUDIOKINETIC, (ii) the economic terms of this Agreement, (iii) any information relating to AUDIOKINETIC’s products, plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, business plan, personnel, research, development, or know-how and (iv) any Licensee Key provided by AUDIOKINETIC to Licensee hereunder.
6.2
Exclusions. Each party acknowledges that the following will not be considered “Proprietary Information” for the purposes of this Agreement: (a) information which is publicly available in the public domain at the time it is communicated to Licensee by AUDIOKINETIC; (b) information which is or becomes publicly available or in the public domain through no fault of Licensee subsequent to the time it is communicated to Licensee by AUDIOKINETIC; (c) information which is in Licensee’s possession free of any obligation of confidence to AUDIOKINETIC at the time it is communicated to Licensee by AUDIOKINETIC; (d) information which is rightfully communicated to Licensee free of any obligation of confidence subsequent to the time it is communicated to Licensee by AUDIOKINETIC; (e) information which was independently developed by Licensee without use of the other party’s Proprietary Information; or (f) information which is required to be disclosed pursuant to law or to the order, requirement or request of a court or government authority.
6.3
Restrictive Use Conditions. Licensee (i) will hold such Proprietary Information in confidence and will not disclose it, except to its employees, officers or authorized representatives and those of its authorized sub-licensees with a need to know for purposes of exercising their rights and fulfilling their obligations hereunder, who are similarly bound to hold the Proprietary Information in confidence, (ii) shall prevent inadvertent or unauthorized disclosure or dissemination of any Proprietary Information, and (iii) agrees to take appropriate action with its employees, officers and authorized representatives and those of its authorized sub-licensees to satisfy its obligations under this Agreement with respect to the use, copying, modification, protection and security of the Proprietary Information.
6.4
Notice and Return of Information. Licensee shall notify AUDIOKINETIC immediately upon discovery of any unauthorized use or disclosure of Proprietary Information, and will cooperate with AUDIOKINETIC in every reasonable way to help AUDIOKINETIC regain possession of the Proprietary Information and prevent its further unauthorized use. Licensee shall return all originals, copies, reproductions and summaries of Proprietary Information at AUDIOKINETIC’s request or, at AUDIOKINETIC’s option, certify destruction of the same with the sworn statement of one of its officers, except where same is required for the exercise of Licensee’s rights under this Agreement.
6.5
Rights and Remedies. Licensee acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Proprietary Information and that AUDIOKINETIC shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

7.
DISCLAIMER

THE AUDIOKINETIC WWISE TECHNOLOGY IS PROVIDED “AS IS” AND “WHERE IS” BY AUDIOKINETIC AND IS ACCEPTED AS SUCH BY LICENSEE. AUDIOKINETIC DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE AUDIOKINETIC WWISE TECHNOLOGY AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT. AUDIOKINETIC DOES NOT WARRANT THAT THE AUDIOKINETIC WWISE TECHNOLOGY OR DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE AUDIOKINETIC WWISE TECHNOLOGY AND THE DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE AGREES THAT AUDIOKINETIC WILL NOT BE LIABLE FOR ANY DAMAGES THAT LICENSEE OR ITS END USERS MAY INCUR ARISING OUT OF THE USE OR INABILITY TO USE THE AUDIOKINETIC WWISE TECHNOLOGY OR LICENSEE DEVELOPED PRODUCT.

8.
LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF PROPERTY, EQUIPMENT, INFORMATION OR DATA, LOSS OF PROFITS, REVENUE OR GOODWILL OR COST OF REPLACEMENT SERVICES OCCASIONED BY ANY DEFECT IN THE AUDIOKINETIC WWISE TECHNOLOGY OR ANY THIRD PARTY PLUG-IN, THE INABILITY TO USE TECHNOLOGY OR SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT TO THE AUDIOKINETIC WWISE TECHNOLOGY, THIRD PARTY PLUG-INS OR THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL AUDIOKINETIC’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE FROM LICENSEE TO AUDIOKINETIC FOR THE RELEVANT LICENSEE DEVELOPED PRODUCT, AS APPLICABLE, DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM. NOTWITHSTANDING THE FOREGOING, AUDIOKINETIC SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO LICENSEE OR END USERS’ USE OR INABILITY TO USE THIRD PARTY PLUG-INS AND ANY CLAIM FROM LICENSEE IN THIS REGARD SHALL BE DIRECTLY TO THE RELEVANT THIRD PARTY LICENSOR.

9.
TERM AND TERMINATION

9.1
Term. Unless terminated earlier as provided herein, this Agreement shall commence upon acceptance of this Agreement and shall continue for a period of three (3) years.
9.2
Termination. AUDIOKINETIC may terminate this Agreement and any license granted hereunder if the Licensee materially breaches this Agreement and such material breach, if curable, is not cured within thirty (30) days of written notice describing the breach.
9.3
Effect of Termination/Expiration. Upon the expiration or termination of this Agreement or any license granted hereunder all of Licensee’s rights hereunder shall terminate.
9.4
Survival. Section 1 (Definitions), Section 4 (License Restrictions), Section 5 (Marks and Information), Section 6 (Proprietary Information), Section 7 (Disclaimer), Section 8 (Limitation of Liability), Section 9.3 (Effect of Termination), this Section (Survival) and Section 10.8 (Governing Law) shall survive the termination or expiration of this Agreement in accordance with their terms.

10.
MISCELLANEOUS

10.1
New EULA. The text of this Agreement may be amended from time to time by AUDIOKINETIC. Such amendments will become effective and enforceable against Licensee upon express acceptance of same either through the execution of a written instrument to that effect or the acceptance of the new terms through AUDIOKINETIC Wwise Technology’s installation process.

Licensee acknowledges that the terms and conditions applicable to Academic Licenses are those set out herein, and such terms and conditions supersede any end user license agreement terms which the Licensee may be required to agree to as part of the installation of the AUDIOKINETIC Wwise Technology.
10.2
Waiver. Any failure to enforce by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.
10.3
Notices. Any notice under this Agreement will be in writing and will be personally delivered, sent by a reputable overnight mail service (e.g. Federal Express) or by registered mail, or by facsimile confirmed by registered mail, to the other party. Notices will be deemed effective (a) three (3) working days after deposit, postage prepaid, if mailed, (b) the next day if sent by overnight mail, or (c) the same day if sent by facsimile and confirmed as set forth above. A copy of any notice will be sent to the following:

Notice to AUDIOKINETIC:

215 Saint-Jacques St.
Suite 1000
Montreal, Quebec
Canada H2Y 1M6

Fax: +1514 499-9109

Attention: President and Chief Executive Officer

Notice to Licensee: at the address appearing in the appearances or any other address provided by Licensee to Audiokinetic in accordance with this section.
10.4
Assignment. This Agreement or any licenses granted hereunder may not be assigned or sublicensed by Licensee in whole or in part other than as provided hereunder (by contract, merger, operation of law or otherwise) without the prior written consent of AUDIOKINETIC. AUDIOKINETIC may assign this Agreement with notice to Licensee in the event of a merger, acquisition or similar corporate activity provided that the surviving entity agrees to be bound by the terms of this Agreement. This Agreement shall be binding upon and inure for the benefit of the successors in title of the parties hereto.
10.5
Export. Licensee agrees to comply with all export laws, restrictions, national security controls and regulations of the United States or other applicable national or foreign agency or authority, and not to export or re-export, or allow the export or re-export of any proprietary information or any copy or direct product thereof in violation of any such restrictions, laws or regulations.
10.6
Independent Contractors. Each party will act at all times as an independent contractor and will have no right or authority to act on behalf of, create any obligation for, or bind the other party in any way. Nothing in this Agreement will be deemed to create a partnership or joint venture between the parties.
10.7
Governing Law. This Agreement shall not be modified or amended except in writing and signed by both parties. This Agreement will be governed by and construed under the laws of the province of Quebec and the laws of Canada applicable therein and the parties hereto submit to the exclusive jurisdiction of the courts of Province of Quebec, District of Montreal.