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6. General A. Each party acknowledges that it has read this Agreement, and it represents the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any prior and/or contemporaneous discussions, representations, or agreements, whether written or oral, of the parties regarding this matter. B. Times by which CommSys will pertorm under this Agreement shall be postponed automatically to the extent that we are prevented from meeting them by causes beyond reasonable control. C. This Agreement shall be construed and governed by the laws of the State of Ohio, regardless of the laws that might be applicable under principles of conflicts of law. Any action in regard to this Agreement or arising out of its terms and conditions shall be instituted and litigated in any federal or state court located in Orange County, California, and in no other. The parties hereby irrevocably consent to the jurisdiction of the courts in Orange County, California. D. No action, regardless of form, arising out of this Agreement may be brought by End User more than two (2) years after the cause of action has arisen. E. This Agreement may not be modified or altered except by written instrument duly executed by both parties. The Software and the use thereof is subject to the license agreement related to the Software. F. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any similar or dissimilar provision of any prior or subsequent breach or shall constitute an amendment or modification of this Agreement. G. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable or inapplicable, such holding shall not affect the enforceability of any other provision of this Agreement, and such term or provision shall be deemed modified to the extent necessary in such court's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties. H. End User may not assign or sub-license without the prior written consent of CommSys, End User's rights, duties or obligations under this Agreement to any person or entity, in whole or in part. A sale of substantially all of Licensee's assets to a third party or any transfer of ©Copyright 2006 CommSys Incorporated Page 5 Proprietary & Confidential Information