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ARTICLE 14-EXPORT CONTROL REGULATIONS <br />Esri technology is subject to US export control laws and regulations. Esri software, data, documentation, training materials, <br />and any underlying information or technology may not be exported, reexported, or transferred in whole or in part to (i) any <br />US embargoed or sanctioned country (including to a national or resident of a US embargoed or sanctioned country, currently <br />including Cuba, Iran, North Korea, Sudan, and Syria); (ii) any person on the US Department of the Treasury's list of <br />Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity <br />List, or Unverified List; or (iv) any person or entity where such export or reexport violates any US export control law or <br />regulation. <br />ARTICLE 15-TAXES <br />Training provided is quoted exclusive of all state, local, value-added, or other taxes; customs; or duties or other charges <br />(other than income taxes payable by Esri). In the event such taxes or charges become applicable to Esri's training or <br />deliverables, Client shall pay any such applicable tax upon receipt of written notice that such taxes or charges are due. <br />ARTICLE 16-UCC INAPPLICABILITY <br />Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be <br />deemed "goods" within the definition of the UCC. <br />ARTICLE 17-GOVERNING LAW <br />This Agreement is governed by and construed in accordance with the laws of the state in which training is being held or, in <br />the case of training provided over the Internet, the laws of the State of California, without reference to its conflict of laws <br />principles. <br />ARTICLE 18-ENTIRE AGREEMENT <br />This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and <br />supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and <br />conditions) between the parties relating to such subject matter. Client hereby acknowledges and represents that he/she has <br />read and understands this Agreement and has the authority to bind his/her organization to these terms and conditions. <br />E207CW Page 5 of 5 07/11/2011