Common use of Asia Pacific Clause in Contracts

Asia Pacific. If Company is located (as evidenced by the License Certificate) in Australia, New Zealand, India, Malaysia, the Philippines, or Thailand, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Australia Pty Limited, Level 00, 0 Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx, 0000, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Singapore, Vietnam or Indonesia, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Singapore Pte Ltd., 0 Xxxxxxx Xxxxxxxxx #00-00 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Taiwan, Republic of Korea, Hong Kong SAR, or Macau SAR, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Inc., 0X, Xx.000, Xxx-Xxx X. Xxxx, Xxx. 0, Xxxxxx 000, Xxxxxx, Xxxxxxxx xx Xxxxx. If Company is located (as evidenced by the License Certificate) in the Peoples Republic of China, the Licensing Entity of Product in all instances is stipulated as: Trend Micro (China) Inc., R23, 14F, Xx.000 Xxxxxxxxxx Xx., Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx 00000. .1 If Company is located (as evidenced by the License Certificate) in Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia. The Parties agree that the courts located in New South Wales shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. Notwithstanding anything contained in Section 11 of this Agreement, if the Australian Competition and Consumer Act 2010 is applicable to the instant transaction (and not otherwise subject to an effective exclusion or waiver under Section 11) and Trend Micro is in breach of a guarantee implied by such Act, Trend Micro's liability is limited to the repair or replacement of goods/software or the supply of equivalent goods/software, or the payment of the cost of replacing the goods/software or having the good/software repaired where reasonable. Where a guarantee relates to the right to sell, quiet possession, or clear title of a good/software under schedule 2 of the Competition and Consumer Act, then none of these limitations apply. .2 If Company is located (as evidenced by the License Certificate) in Hong Kong SAR or Macau SAR, this Agreement is governed by the laws of Hong Kong SAR. The Parties agree that the courts located in Hong Kong SAR shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .3 If Company is located (as evidenced by the License Certificate) in Taiwan, this Agreement is governed by the laws of Taiwan, without regard to its principles of conflicts of law. The Parties agree that the courts located in Taiwan shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .4 If Company is located (as evidenced by the License Certificate) in the Republic of Korea, this Agreement is governed by the laws of the Republic of Korea. The Parties agree that the courts located in the Seoul Central District Court of the Republic of Korea shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .5 If Company is located (as evidenced by the License Certificate) in Singapore, India, Indonesia, Malaysia, the Philippines, Vietnam, or Thailand, this Agreement and the agreement to arbitrate is governed by the laws of Singapore, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.5 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each controversy, dispute, or claim in any way arising from, pertaining to, or in connection with this Agreement, any Products, or the performance/non-performance of both or either Party (each a “Dispute”) will be solely and exclusively resolved by mandatory and binding arbitration that is administered by Singapore International Arbitration Center (“SIAC”) which will be held and conducted in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center (″SIAC Rules″) on the Publication Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. In arriving at their award, the arbitrators shall make every effort to find a solution to the Dispute in the language of this Agreement and shall give full effect to all provisions hereof. However, if a solution cannot be found in the language of this Agreement, the arbitrators shall exclusively apply the substantive law of Singapore existing on the Publication Date hereof and are specifically divested by the Parties of any power or authority to: (i) apply any principles that would permit them to ignore this Agreement, or (ii) apply the law of any jurisdiction other than Singapore. b. The number of impartial arbitrators will be three (3), with each Party being entitled to appoint one arbitrator. The two (2) arbitrators appointed by the Parties will appoint a third arbitrator (who must be a lawyer with a multinational law firm and have a minimum of ten (10) years of experience in the field of computer software development, licensing, and distribution) who will act as chairman of the proceedings, or if no agreement is reached by such arbitrators within twenty (20) days of the last to be appointed, then the post of chairman will be filled by the president of SIAC at the request of either Party. Vacancies in the post of chairman will be filled by the president of SIAC in accordance with the SIAC Rules. Other vacancies will be filled by the respective nominating Party. Proceedings will continue from the stage they were at when the vacancy occurred. c. If one of the Parties refuses or otherwise fails to appoint an arbitrator within thirty (30) days of the date the other Party appoints its arbitrator, the Parties irrevocably agree that the first appointed arbitrator will be the sole arbitrator, provided that such arbitrator was validly and properly appointed in accordance with the SIAC Rules unless such sole arbitrator appointment shall be void or voidable under SIAC Rules, in which event a sole arbitrator having the qualifications of the chairman will be appointed by the president of SIAC in accordance with the SIAC Rules. d. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. .6 If Company is located (as evidenced by the License Certificate) in the People’s Republic of China, this Agreement is governed by the laws of China, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.6 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each Dispute arising from or related to this Agreement, any Products, or the performance/non-performance of both or either Party will be finally settled by arbitration that is administered by Beijing Arbitration Commission (“BAC”) which will be held and conducted in Beijing in accordance with the Arbitration Rules of Beijing Arbitration Commission (“BAC Rules”) on the Publication Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. b. The number of arbitrators will be three (3), with each Party being entitled to select one arbitrator or authorize the chairman of the BAC to appoint one arbitrator. The third arbitrator shall be selected jointly by the Parties or nominated by the chairman of the BAC in accordance with a joint mandate given by the Parties. The third arbitrator shall be the presiding arbitrator. c. All proceedings will be conducted, including all documents presented in such proceedings, in the Simplified Chinese language. The Simplified Chinese language version of this Agreement prevails over any other language version.

Asia Pacific. If Company is located (as evidenced by the License Certificate) in Australia, New Zealand, India, Malaysia, the Philippines, or Thailand, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Australia Pty Limited, Level 00, 0 Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx, 0000, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Singapore, Vietnam or Indonesia, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Singapore Pte Ltd., 0 Xxxxxxx Xxxxxxxxx #00-00 00/00 Xxxxxx Xxxxx XxxxXxxxx, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Taiwan, Republic of Korea, Hong Kong SAR, or Macau SAR, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Inc., 0X, Xx.000, Xxx-Xxx X. Xxxx, Xxx. 0, Xxxxxx 000, Xxxxxx, Xxxxxxxx xx Xxxxx. If Company is located (as evidenced by the License Certificate) in the Peoples Republic of China, the Licensing Entity of Product in all instances is stipulated as: Trend Micro (China) Inc., R238th Floor, 14FCentury Ba-shi Building, Xx.000 Xxxxxxxxxx Xx., Xxxxxx Xxxxxxxx. 000 Xxxx Xxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx 0000020020. .1 If Company is located (as evidenced by the License Certificate) in Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia. The Parties agree that the courts located in New South Wales shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. Notwithstanding anything contained in Section 11 of this Agreement, if the Australian Competition and Consumer Act 2010 is applicable to the instant transaction (and not otherwise subject to an effective exclusion or waiver under Section 11) and Trend Micro is in breach of a guarantee implied by such Act, Trend Micro's liability is limited to the repair or replacement of goods/software or the supply of equivalent goods/software, or the payment of the cost of replacing the goods/software or having the good/software repaired where reasonable. Where a guarantee relates to the right to sell, quiet possession, or clear title of a good/software under schedule 2 of the Competition and Consumer Act, then none of these limitations apply. .2 If Company is located (as evidenced by the License Certificate) in Hong Kong SAR or Macau SAR, this Agreement is governed by the laws of Hong Kong SAR. The Parties agree that the courts located in Hong Kong SAR shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .3 If Company is located (as evidenced by the License Certificate) in Taiwan, this Agreement is governed by the laws of Taiwan, without regard to its principles of conflicts of law. The Parties agree that the courts located in Taiwan shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .4 If Company is located (as evidenced by the License Certificate) in the Republic of Korea, this Agreement is governed by the laws of the Republic of Korea. The Parties agree that the courts located in the Seoul Central District Court of the Republic of Korea shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. . .5 If Company is located (as evidenced by the License Certificate) in Singapore, India, Indonesia, Malaysia, the Philippines, Vietnam, or Thailand, this Agreement and the agreement to arbitrate is governed by the laws of Singapore, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.5 23.7.5 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each controversy, dispute, or claim in any way arising from, pertaining to, or in connection with this Agreement, any Products, or the performance/non-performance of both or either Party (each a “Dispute”) will be solely and exclusively resolved by mandatory and binding arbitration that is administered by Singapore International Arbitration Center (“SIAC”) which will be held and conducted in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center (″SIAC Rules″) on the Publication Effective Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. In arriving at their award, the arbitrators shall make every effort to find a solution to the Dispute in the language of this Agreement and shall give full effect to all provisions hereof. However, if a solution cannot be found in the language of this Agreement, the arbitrators shall exclusively apply the substantive law of Singapore existing on the Publication Effective Date hereof and are specifically divested by the Parties of any power or authority to: (i) apply any principles that would permit them to ignore this Agreement, or (ii) apply the law of any jurisdiction other than Singapore. b. The number of impartial arbitrators will be three (3), with each Party being entitled to appoint one arbitrator. The two (2) arbitrators appointed by the Parties will appoint a third arbitrator (who must be a lawyer with a multinational law firm and have a minimum of ten (10) years of experience in the field of computer software development, licensing, and distribution) who will act as chairman of the proceedings, or if no agreement is reached by such arbitrators within twenty (20) days of the last to be appointed, then the post of chairman will be filled by the president of SIAC at the request of either Party. Vacancies in the post of chairman will be filled by the president of SIAC in accordance with the SIAC Rules. Other vacancies will be filled by the respective nominating Party. Proceedings will continue from the stage they were at when the vacancy occurred. c. If one of the Parties refuses or otherwise fails to appoint an arbitrator within thirty (30) days of the date the other Party appoints its arbitrator, the Parties irrevocably agree that the first appointed arbitrator will be the sole arbitrator, provided that such arbitrator was validly and properly appointed in accordance with the SIAC Rules unless such sole arbitrator appointment shall be void or voidable under SIAC Rules, in which event a sole arbitrator having the qualifications of the chairman will be appointed by the president of SIAC in accordance with the SIAC Rules. d. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. .6 If Company is located (as evidenced by the License Certificate) in the People’s Republic of China, this Agreement is governed by the laws of China, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.6 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each Dispute arising from or related to this Agreement, any Products, or the performance/non-performance of both or either Party will be finally settled by arbitration that is administered by Beijing Arbitration Commission (“BAC”) which will be held and conducted in Beijing in accordance with the Arbitration Rules of Beijing Arbitration Commission (“BAC Rules”) on the Publication Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. b. The number of arbitrators will be three (3), with each Party being entitled to select one arbitrator or authorize the chairman of the BAC to appoint one arbitrator. The third arbitrator shall be selected jointly by the Parties or nominated by the chairman of the BAC in accordance with a joint mandate given by the Parties. The third arbitrator shall be the presiding arbitrator. c. All proceedings will be conducted, including all documents presented in such proceedings, in the Simplified Chinese language. The Simplified Chinese language version of this Agreement prevails over any other language version.

Asia Pacific. If Company is located (as evidenced by the License Certificate) in Australia, New Zealand, India, Malaysia, the Philippines, or Thailand, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Australia Pty Limited, Level 00, 0 Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx, 0000, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Singapore, Vietnam or Indonesia, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Singapore Pte Ltd., 0 Xxxxxxx Xxxxxxxxx #00-00 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Taiwan, Republic of Korea, Hong Kong SAR, or Macau SAR, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Inc., 0X, Xx.000, Xxx-Xxx X. Xxxx, Xxx. 0, Xxxxxx 000, Xxxxxx, Xxxxxxxx xx Xxxxx. If Company is located (as evidenced by the License Certificate) in the Peoples Republic of China, the Licensing Entity of Product in all instances is stipulated as: Trend Micro (China) Inc., R23, 14F, Xx.000 Xxxxxxxxxx Xx., Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx 00000. .1 If Company is located (as evidenced by the License Certificate) in Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia. The Parties agree that the courts located in New South Wales shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. Notwithstanding anything contained in Section 11 of this Agreement, if the Australian Competition and Consumer Act 2010 is applicable to the instant transaction (and not otherwise subject to an effective exclusion or waiver under Section 11) and Trend Micro is in breach of a guarantee implied by such Act, Trend Micro's liability is limited to the repair or replacement of goods/software or the supply of equivalent goods/software, or the payment of the cost of replacing the goods/software or having the good/software repaired where reasonable. Where a guarantee relates to the right to sell, quiet possession, or clear title of a good/software under schedule 2 of the Competition and Consumer Act, then none of these limitations apply. .2 If Company is located (as evidenced by the License Certificate) in Hong Kong SAR or Macau SAR, this Agreement is governed by the laws of Hong Kong SAR. The Parties agree that the courts located in Hong Kong SAR shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .3 If Company is located (as evidenced by the License Certificate) in Taiwan, this Agreement is governed by the laws of Taiwan, without regard to its principles of conflicts of law. The Parties agree that the courts located in Taiwan shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .4 If Company is located (as evidenced by the License Certificate) in the Republic of Korea, this Agreement is governed by the laws of the Republic of Korea. The Parties agree that the courts located in the Seoul Central District Court of the Republic of Korea shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .5 If Company is located (as evidenced by the License Certificate) in Singapore, India, Indonesia, Malaysia, the Philippines, Vietnam, or Thailand, this Agreement and the agreement to arbitrate is governed by the laws of Singapore, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.5 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each controversy, dispute, or claim in any way arising from, pertaining to, or in connection with this Agreement, any Products, or the performance/non-performance of both or either Party (each a “Dispute”) will be solely and exclusively resolved by mandatory and binding arbitration that is administered by Singapore International Arbitration Center (“SIAC”) which will be held and conducted in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center (″SIAC Rules″) on the Publication Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. In arriving at their award, the arbitrators shall make every effort to find a solution to the Dispute in the language of this Agreement and shall give full effect to all provisions hereof. However, if a solution cannot be found in the language of this Agreement, the arbitrators shall exclusively apply the substantive law of Singapore existing on the Publication Date hereof and are specifically divested by the Parties of any power or authority to: (i) apply any principles that would permit them to ignore this Agreement, or (ii) apply the law of any jurisdiction other than Singapore. b. The number of impartial arbitrators will be three (3), with each Party being entitled to appoint one arbitrator. The two (2) arbitrators appointed by the Parties will appoint a third arbitrator (who must be a lawyer with a multinational law firm and have a minimum of ten (10) years of experience in the field of computer software development, licensing, and distribution) who will act as chairman of the proceedings, or if no agreement is reached by such arbitrators within twenty (20) days of the last to be appointed, then the post of chairman will be filled by the president of SIAC at the request of either Party. Vacancies in the post of chairman will be filled by the president of SIAC in accordance with the SIAC Rules. Other vacancies will be filled by the respective nominating Party. Proceedings will continue from the stage they were at when the vacancy occurred. c. If one of the Parties refuses or otherwise fails to appoint an arbitrator within thirty (30) days of the date the other Party appoints its arbitrator, the Parties irrevocably agree that the first appointed arbitrator will be the sole arbitrator, provided that such arbitrator was validly and properly appointed in accordance with the SIAC Rules unless such sole arbitrator appointment shall be void or voidable under SIAC Rules, in which event a sole arbitrator having the qualifications of the chairman will be appointed by the president of SIAC in accordance with the SIAC Rules. d. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. .6 If Company is located (as evidenced by the License Certificate) in the People’s Republic of China, this Agreement is governed by the laws of China, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.6 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each Dispute arising from or related to this Agreement, any Products, or the performance/non-non- performance of both or either Party will be finally settled by arbitration that is administered by Beijing Arbitration Commission (“BAC”) which will be held and conducted in Beijing in accordance with the Arbitration Rules of Beijing Arbitration Commission (“BAC Rules”) on the Publication Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. b. The number of arbitrators will be three (3), with each Party being entitled to select one arbitrator or authorize the chairman of the BAC to appoint one arbitrator. The third arbitrator shall be selected jointly by the Parties or nominated by the chairman of the BAC in accordance with a joint mandate given by the Parties. The third arbitrator shall be the presiding arbitrator. c. All proceedings will be conducted, including all documents presented in such proceedings, in the Simplified Chinese language. The Simplified Chinese language version of this Agreement prevails over any other language version.

Asia Pacific. If Company is located (as evidenced by the License Certificate) in Australia, New Zealand, India, Malaysia, the Philippines, or Thailand, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Australia Pty Limited, Level 00, 0 Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxxx Xxxxx, 0000, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Singapore, Vietnam or Indonesia, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Singapore Pte Ltd., 0 Xxxxxxx Xxxxxxxxx #00-00 00/00 Xxxxxx Xxxxx XxxxXxxxx, Xxxxxxxxx. If Company is located (as evidenced by the License Certificate) in Taiwan, Republic of Korea, Hong Kong SAR, or Macau SAR, the Licensing Entity of Product in all instances is stipulated as: Trend Micro Inc., 0X, Xx.000, Xxx-Xxx X. Xxxx, Xxx. 0, Xxxxxx 000, Xxxxxx, Xxxxxxxx xx Xxxxx. If Company is located (as evidenced by the License Certificate) in the Peoples Republic of China, the Licensing Entity of Product in all instances is stipulated as: Trend Micro (China) Inc., R238th Floor, 14FCentury Ba-shi Building, Xx.000 Xxxxxxxxxx Xx., Xxxxxx Xxxxxxxx. 000 Xxxx Xxx Xxxxx Xxxx, Xxxxxxxx, Xxxxx 0000020020. .1 If Company is located (as evidenced by the License Certificate) in Australia or New Zealand, this Agreement is governed by the laws of New South Wales, Australia. The Parties agree that the courts located in New South Wales shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. Notwithstanding anything contained in Section 11 of this Agreement, if the Australian Competition and Consumer Act 2010 is applicable to the instant transaction (and not otherwise subject to an effective exclusion or waiver under Section 11) and Trend Micro is in breach of a guarantee implied by such Act, Trend Micro's liability is limited to the repair or replacement of goods/software or the supply of equivalent goods/software, or the payment of the cost of replacing the goods/software or having the good/software repaired where reasonable. Where a guarantee relates to the right to sell, quiet possession, or clear title of a good/software under schedule 2 of the Competition and Consumer Act, then none of these limitations apply. .2 If Company is located (as evidenced by the License Certificate) in Hong Kong SAR or Macau SAR, this Agreement is governed by the laws of Hong Kong SAR. The Parties agree that the courts located in Hong Kong SAR shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .3 If Company is located (as evidenced by the License Certificate) in Taiwan, this Agreement is governed by the laws of Taiwan, without regard to its principles of conflicts of law. The Parties agree that the courts located in Taiwan shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .4 If Company is located (as evidenced by the License Certificate) in the Republic of Korea, this Agreement is governed by the laws of the Republic of Korea. The Parties agree that the courts located in the Seoul Central District Court of the Republic of Korea shall have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter. .5 If Company is located (as evidenced by the License Certificate) in Singapore, India, Indonesia, Malaysia, the Philippines, Vietnam, or Thailand, this Agreement and the agreement to arbitrate is governed by the laws of Singapore, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.5 23.7.5 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each controversy, dispute, or claim in any way arising from, pertaining to, or in connection with this Agreement, any Products, or the performance/non-performance of both or either Party (each a “Dispute”) will be solely and exclusively resolved by mandatory and binding arbitration that is administered by Singapore International Arbitration Center (“SIAC”) which will be held and conducted in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center (″SIAC Rules″) on the Publication Effective Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. In arriving at their award, the arbitrators shall make every effort to find a solution to the Dispute in the language of this Agreement and shall give full effect to all provisions hereof. However, if a solution cannot be found in the language of this Agreement, the arbitrators shall exclusively apply the substantive law of Singapore existing on the Publication Effective Date hereof and are specifically divested by the Parties of any power or authority to: (i) apply any principles that would permit them to ignore this Agreement, or (ii) apply the law of any jurisdiction other than Singapore. b. The number of impartial arbitrators will be three (3), with each Party being entitled to appoint one arbitrator. The two (2) arbitrators appointed by the Parties will appoint a third arbitrator (who must be a lawyer with a multinational law firm and have a minimum of ten (10) years of experience in the field of computer software development, licensing, and distribution) who will act as chairman of the proceedings, or if no agreement is reached by such arbitrators within twenty (20) days of the last to be appointed, then the post of chairman will be filled by the president of SIAC at the request of either Party. Vacancies in the post of chairman will be filled by the president of SIAC in accordance with the SIAC Rules. Other vacancies will be filled by the respective nominating Party. Proceedings will continue from the stage they were at when the vacancy occurred. c. If one of the Parties refuses or otherwise fails to appoint an arbitrator within thirty (30) days of the date the other Party appoints its arbitrator, the Parties irrevocably agree that the first appointed arbitrator will be the sole arbitrator, provided that such arbitrator was validly and properly appointed in accordance with the SIAC Rules unless such sole arbitrator appointment shall be void or voidable under SIAC Rules, in which event a sole arbitrator having the qualifications of the chairman will be appointed by the president of SIAC in accordance with the SIAC Rules. d. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. .6 If Company is located (as evidenced by the License Certificate) in the People’s Republic of China, this Agreement is governed by the laws of China, without regard to its principles of conflicts of law. The following Irrevocable Mandatory Agreement to Arbitrate with respect to matters set forth in and governed by this Section 23.8.6 23.7.6 (only) is hereby irrevocably agreed by the Parties: a. The Parties irrevocably agree that each Dispute arising from or related to this Agreement, any Products, or the performance/non-performance of both or either Party will be finally settled by arbitration that is administered by Beijing Arbitration Commission (“BAC”) which will be held and conducted in Beijing in accordance with the Arbitration Rules of Beijing Arbitration Commission (“BAC Rules”) on the Publication Effective Date. The arbitration award will be final and binding for the Parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. b. The number of arbitrators will be three (3), with each Party being entitled to select one arbitrator or authorize the chairman of the BAC to appoint one arbitrator. The third arbitrator shall be selected jointly by the Parties or nominated by the chairman of the BAC in accordance with a joint mandate given by the Parties. The third arbitrator shall be the presiding arbitrator. c. All proceedings will be conducted, including all documents presented in such proceedings, in the Simplified Chinese language. The Simplified Chinese language version of this Agreement prevails over any other language version.