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B. Supersedes Other Agreements. This Agreement contains the sole and exclusive <br />agreement between Laserfiche and Licensee relating to its subject matter. It will not be modified <br />or amended in any way by any purchase order or other document issued by Licensee to <br />Laserfiche. Any amendment or modification must be in writing and signed by both Laserfiche <br />and Licensee. <br />C. No Authority. Laserfiche's resellers, dealers and distributors are not authorized to <br />modify this Agreement, or to make any additional representations, commitments, or warranties <br />binding on Laserfiche. <br />D. Assignment. This Agreement may not be transferred or assigned by Licensee <br />without, the prior written consent of Laserfiche. Any permitted transfer or assignment of this <br />Agreement will be void unless and until the transferee or assignee agrees in writing to be bound <br />by this terms of this Agreement. <br />E. Applicable Law. This Agreement will be governed and construed by the laws of <br />the State of California, without reference to that state's choice of law provisions. The parties <br />agree that the United Nations Convention on Contracts for the International Sale of Goods will <br />not apply to this Agreement. <br />F. Arbitration of Disputes, Any dispute, claim or controversy arising out of or <br />relating to any claim regarding the breach, termination, enforcement, interpretation or validity of <br />this Agreement will be determined by arbitration in the venue described in Section G below <br />before one arbitrator. The arbitrator must have substantial experience in the field of intellectual <br />property law, either as an attorney or as an arbitrator or judge, and possess a basic understanding <br />of software licensing. The arbitration shall be administered by JAMS pursuant to its <br />Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in <br />any court having jurisdiction. This clause will not preclude the parties from seeking provisional <br />remedies in aid of arbitration from a court of appropriate jurisdiction. <br />G. Venue. Any arbitration, suit, action or proceeding arising from or related to this <br />Agreement or the rights or obligations of the parties under it, whether in contract, tort or <br />otherwise, roust be brought exclusively in the .TAMS office in. Los Angeles, California, if an <br />arbitrated dispute, or in the state anal federal courts located in Los Angeles County, California. <br />All parties consent and agree to the jurisdiction of the state of California, and consent and agree <br />to venue for any such suits in the state and federal courts located in Los Angeles County, <br />California. <br />H. Taxes. Except to the extent that Licensee has provided an exemption certificate, <br />direct pay permit or other such appropriate documentation, Laserfiche will add to each invoice <br />any sales, use, excise, value-added, gross receipts, services, consumption and other similar <br />transaction taxes, however designated, that are properly levied by any taxing authority upon the <br />provision of the Laserfiche Software or the Services, excluding, however, any state or local <br />privilege or franchise taxes, or taxes based upon Laserfiche's net income. Also, Laserfiche and. <br />Licensee will each bear sole responsibility for all taxes, assessments, and other ad valorem levies <br />on. each party's respective own personal property. <br />La,se�fkhe Enterprise Software License and <br />Prr>fess°ional Services Agreement Page 21 <br />