14.1 Compliance with Laws. Each party will comply with all applicable laws, rules, and regulations in fulfilling its obligations under this Agreement.
14.2 Notices. All notices of termination or breach must be in writing and addressed to the other party's Legal Department. The address for notices being sent to ExMarketPlace Legal Department is email@example.com. All other notices must be in English, in writing and addressed to the other primary point of contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).
14.3 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate but only if (a) the assignee agrees in writing to be bound by the terms of this Agreement and (b) the assigning party remains liable for obligations under this Agreement and (c) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void.
14.4 Change of Control. If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control, and (b) the other party may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.
14.5 Subcontracting. Either party may subcontract any of its obligations under this Agreement, but will remain liable for all subcontracted obligations and its subcontractors' acts or omissions.
14.6 Conflicting Languages. If this Agreement is translated into any other language, and there is a discrepancy between the English text and the text of the other language, the English text will govern.
14.7 Entire Agreement. Subject to clause 11.1(b), this Agreement sets out all terms agreed between the parties and cancels and replaces all other agreements between the parties relating to its subject matter. Save as expressly set out in this Agreement, no statement, representation, or warranty shall be taken to have been made or implied in the course of any negotiations between the parties prior to this Agreement. Neither party will have any right or remedy in respect of any statement, representation or warranty (whether made negligently or innocently) not expressly set out in this Agreement.
14.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
14.9 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.
14.10 Survival. The rights and obligations of clauses: 6 (Intellectual Property), 10 (Indemnification), 11 (Limitation of Liability), 12 (Confidentiality; PR) and 14 (Miscellaneous), and of any other clauses which under their terms or by implication ought to survive, shall survive the expiration or termination of this Agreement.
14.11 Independent Contractors. This Agreement does not create any agency, partnership or joint venture between the parties.
14.12 No Third Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
14.13 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
14.14 Counterparts. The parties may execute this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
14.5Governing Law: This Agreement is governed by Dubai D.I.F.C. law and the parties submit to the exclusive jurisdiction of the Dubai D.I.F.C. courts in relation to any dispute (contractual or non-contractual) concerning this Agreement.