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End User License Agr eement
4/30/13 Xi4™/RXi4™ User Guide P1009874-003
16. Governing Law. To the maximum extent permitted by law, the laws of the State of
Illinois, U .S.A., without reference to its conflict of laws prov isions, will apply to this
Agreement. You irrevocably agree to submit to the exclusive jurisdiction and venue of the
state or federal courts in the State of Illinois in the event of any litigation involving thi s
Agreement or the Software. You agree that you shall not assert any claim that you are not
subject to the jurisdiction of such courts, that the venue is imprope r, that the forum is
inconvenient or any similar objection, claim or argument. Zebra may, in its sole discretion,
choose to resolve any controversy or dispute between you and Zebra co ncerning this
Agreement, or the existence, validity, breach or termination th ereof, whether during or after
the term by bindin g arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (“AAA”), as modified or supplemented under this Section
15, by providin g notice to you. In the even t that Zeb ra provid es such notice , you he reby wa ive
any right to institute a court or other dispute resolution proceeding with respect to such
controversy or dispute and acknowledge arbitration in accordance with this Section 15 as the
sole and exclusive means of resolving such controversy or dispute. The arbitration proceeding
will take place in Chicago, Illinois and be conducted in the English language. The arbitration
panel will consist of 3 arbitrators, one arbitrator appointed by each party and a third neutral
arbitrator appointed by the two arbitrators designated by the parties. Any communication
between a p arty a nd an y arbi trator w ill be di re ct ed to the AAA for transmi ttal to the arbitrato r.
The parties expressly agree that the arbitrators will be empow ere d t o, a t e ith er pa rty’s request,
grant injunctive relief. The arbitral award will be the exclusive remedy of the parties for all
claims, counterclaims, issues or accountings presen ted or pleaded to the arbitrators. Judgment
upon the arbitral award may be entered in any court that has jurisdiction thereof. Any
additional costs, fees or expenses incurred in enforcing the arbitral award will be charged
against the party that resists its enforcement. Nothing in this Section will prevent Zebra from
seeking interim injunctive relief against you or filing an action against you to collect unpaid
and past due amounts in any court of competent jurisdiction.
17. Injunctive Relief. You acknowledge that, in the event you breach any provision of this
Agreement, Zebra will not have an adequate remedy in money or damages. Zebra shall
therefore be entitled to obtain an injunction against such breach from any court of competent
jurisdiction immediat ely up on request without posting bond. Ze bra' s righ t to obtain injunctive
relief shall not limit its right to seek further remedies.
18. Entire Agreement. This Agreement constitutes the entire understanding an d agreement
of the parties and supersedes any and all prior or contemporaneous representations,
understandings and agreements between the parties with respect to the subject matter of this
Agreement. If any provision of this Agreement is held invalid, the remainder of this
Agreement shall contin ue in full force and effect.
19. Assignment. You may not assign this Agreement or any of your righ ts or obligations
hereunder (by operation of law or otherwise) without the prior written consent o f Zebra. Zebra
may assign this Agreement and its rights and obligations without your consent. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the parties to it and
their respecti ve leg al re prese nta tives, successors and permitted assigns.
20. Modification. No modification of this Agreeme nt shall be binding unless it is in writing
and is signed by an auth orized representative of the party against whom enforcement of the
modification is sought.
21. Waiver. The failure by a party to exercise any right hereunder shall not operate as a
waiver of such party's right to exercise such right or any other right in the future.