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12. MISCELLANEOUS (a)Assignment, Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns, Any attempted assignment in violation of this Section 12(a)will be null and void. (b) U.S. Government Rights.To the extent applicable, Interview Now provides the Interview Now Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212(Software)and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data—Commercial items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Interview Now to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. (c) Export Regulations.Customer agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations("EAR") maintained by the U,S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. Specifically, Customer covenants that it will not-- directly or indirectly—sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology(including products derived from or based on such technology) received from Interview Now under the Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. (d) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect. (e) Governing Law and Jurisdiction.The Agreement is governed by and construed under the laws of the State of California without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California and the Parties agree and submit to the exclusive jurisdiction and venue of these courts. (f) Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both parties.The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.