embedded Software after termination shall constitute End User's agreement to be bound by the terms and conditions of this Agreement for such use.
11.General Provisions.
11.1Entire Agreement; Amendment. This document contains the entire agreement between the parties relating to the licensing of the Software and supersedes all prior or contempo- raneous agreements, written or oral, between the parties concerning the licensing of the Software. This Agreement may not be changed, amended, or modified except by written document signed by Datalogic.
11.2Notice. All notices required or authorized under this Agreement shall be given in writing, and shall be effective when received, with evidence of receipt. Notices to Datalogic shall be sent to the attention of Contract Administration, Datalogic Scanning Holdings, Inc., 959 Terry Street, Eugene, OR 97402, or such other address as may be specified by Dat- alogic in writing.
11.3Waiver. A party's failure to enforce any of the terms and conditions of this Agreement shall not prevent the party's later enforcement of such terms and conditions.
11.4Governing Law; Venue: This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Oregon U.S.A, without regard to the rules governing conflicts of law. The state or federal courts of the State of Oregon located in either Multnomah or Lane counties shall have exclusive juris- diction over all matters regarding this Agreement, except that Datalogic shall have the right, at its absolute discretion, to initiate proceedings in the courts of any other state, country, or territory in which End User resides, or in which any of End User's assets are located.
11.5Attorneys’ Fees. In the event an action is brought to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, both at trial and on appeal.
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