Common use of General Legal Terms Clause in Contracts

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or Xxxxxxx. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of Brazil. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the LCIA Rules and pursuant Law 9,307/96, except where the LCIA rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao Paulo, Brazil. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of BrazilEngland and Wales. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to of the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the LCIA Rules and pursuant Law 9,307/96Rules, except where the LCIA those rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao PauloLondon, BrazilEngland. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.than

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of BrazilJapan. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to of the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the LCIA Rules and pursuant Law 9,307/96Rules, except where the LCIA those rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao PauloTokyo, BrazilJapan. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.than

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with by the laws of Brazil. 10.6 Any dispute shall first be referred the State of California without regard to the managing directors or equivalent company leader (each a “Managing Director”) its conflict of the parties within fourteen (14) days of a written request from one party to the other, who shall in confer in good faith on the resolution of the issuelaws provisions. Any final decision mutually agreed by controversy or claim arising out of or relating to this contract, or the Managing Directors breach thereof, shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International American Arbitration (“LCIA”) Association in accordance with its Commercial Arbitration Rules. Any judgment on the LCIA Rules and pursuant Law 9,307/96award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Claims shall be heard by a single arbitrator, except where unless the LCIA rules conflict with the provisions of this Agreementclaim amount exceeds $500,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be San Diego, California. The arbitration shall be governed by the laws of the State of California. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The standard provisions of this Agreement the Commercial Rules shall take precedenceapply. The language Arbitrators will have the authority to allocate the costs of the arbitration shall process among the parties but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. Except as may be English and required by law, neither a party nor an arbitrator may disclose the seatexistence, content, or legal place results of arbitration, shall be Sao Paulo, Brazil. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.any

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of BrazilAustralia. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to of the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the LCIA Rules and pursuant Law 9,307/96Rules, except where the LCIA those rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao PauloSydney, BrazilAustralia. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.than

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of Brain. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s prior written approval. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of BrazilEngland and Wales. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to of the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of Singapore International Arbitration Center (“LCIASIAC”) in accordance with the LCIA Rules and pursuant Law 9,307/96SIAC Rules, except where the LCIA those rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao Paulo, BrazilSingapore. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais five hundred thousand Singapore dollars (R$1.000.000,00S$1,500,000), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.hundred thousand

General Legal Terms. 10.1 Any terms (other than those explicitly recognized in this Agreement) with respect to the Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other instrument are void unless agreed upon in writing by Brain, and the terms and conditions of this Agreement shall control in the event of a conflict with any such instrument to the extent not expressly overwritten. This Agreement and any other instrument that references this Agreement that is signed by the End User and Brain (together the Agreement and other instrument, the “Agreement Documents”) constitutes the whole legal agreement between the End User and Brain and governs the End User’s use of the Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces any prior agreements between the End User and Brain in relation to the Software, Autonomy Services, and Autonomy Features. The End User agrees that if Brain does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s rights and that those rights or remedies will still be available to Brain. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement Documents is invalid, then that provision will be removed from this Agreement without affecting the rest of the Agreement Documents. The remaining provisions of the Agreement Documents will continue to be valid and enforceable. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) as may be referenced by the Robotic Scrubber’s user Instructions and other documents by Brain or XxxxxxxNilfisk. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of BrainBrain or Nilfisk, as applicable. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s the prior written approvalapproval of Brain or Nilfisk, as applicable. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with the laws of BrazilDenmark. 10.6 Any dispute shall first be referred to the managing directors or equivalent company leader leaders (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to of the other, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court Danish Institute of International Arbitration (“LCIA”"DIA") in accordance with the LCIA Rules and pursuant Law 9,307/96DIA Rules, except where the LCIA those rules conflict with the provisions of this Agreement, in which case the provisions of this Agreement shall take precedence. The language of the arbitration shall be English and the seat, or legal place of arbitration, shall be Sao PauloCopenhagen, BrazilDenmark. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce an award, or to pursue an action in aid of arbitration or for injunctive relief (in which case each party may apply to any court of competent jurisdiction for appropriate temporary injunctive relief to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall be three unless the aggregate damages sought by the claimant are stated to be less than one million Brazilian Reais euros (R$1.000.000,00€1,000,000), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais euros (R$1.000.000,00€1,000,000), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.fifteen

General Legal Terms. 10.1 Any Notwithstanding any provision of any other document or instrument, any terms (other than those explicitly recognized set forth in this Agreement) with respect to the AMR Data, Software, Autonomy Services, or Autonomy Features in a Service Document, purchase order, vendor agreement, extended service agreement, or any other document or instrument are void unless and of no force or effect except to the extent expressly agreed upon in a writing signed by BrainTennant that expressly refers to this Agreement and specifically identifies the provision or provisions hereof that are superseded or supplemented thereby, and the terms and conditions of this Agreement shall control in the event of a conflict with any such document or instrument except to the extent not expressly overwrittensuperseded as provided above. This Agreement Agreement, together with the transaction-specific terms in a Service Document such as price, Subscription Term and any other instrument that references this Agreement that is signed by the End User and Brain location(s) of Robotic Floor Cleaner(s) (together the Agreement and other instrument, together,the “Agreement Documents”) constitutes the whole legal entire and exclusive agreement between the End User and Brain Tennant with respect to the subject matter hereof and thereof, governs all matters relating to the End User’s use of the AMR Data, Software, Autonomy Services, and Autonomy Features (excluding any services which Brain may provide to the End User under a separate written agreement), and completely replaces and supersedes any prior other agreements or understandings between the End User and Brain Tennant in relation to the AMR Data, Software, Autonomy Services, and and/or Autonomy Features, subject to the first sentence of this Section 10.1. The End User agrees that if Brain Tennant does not exercise or enforce any legal right or remedy which is contained in the Agreement Documents (or which Brain Tennant has the benefit of under any applicable law), this will not be taken to be a formal waiver of Brain’s Xxxxxxx’x rights and that those rights or remedies will still be available to BrainTennant. If any court of law, having the jurisdiction to decide on this matter, or arbitrator pursuant to the dispute resolution provisions hereof rules that any provision of the Agreement Documents is invalidinvalid or unenforceable, then that provision will be removed from this Agreement without affecting amended to achieve as closely as possible the rest effect of the Agreement Documents. The remaining original term and all other provisions of the Agreement Documents will continue to be valid in full force and enforceableeffect. This Agreement shall serve as the Autonomous Navigation Software End User License Agreement (“XXXX”) or similar phrasing as may be referenced by the Robotic Scrubber’s user Instructions and other documents provided or made available by Brain or XxxxxxxTennant. 10.2 The Software is subject to United States Export Laws. The End User agrees to comply with all applicable domestic and international export and re-export restrictions and regulations, including those of the jurisdiction where the Robotic Scrubber Floor Cleaner was delivered, and not to transfer, or authorize the transfer, of the Software, Autonomy Services, or Autonomy Features to a prohibited country or otherwise in violation of any such restrictions or regulations. 10.3 The rights granted in the Agreement Documents may not be assigned or transferred by the End User without the prior written approval of BrainTennant. The End User shall not be permitted to delegate the End User’s responsibilities or obligations under the Agreement Documents to any third party without Brain’s Xxxxxxx’x prior written approval. Tennant may assign or transfer the Agreement Documents or any of its rights or obligations thereunder without consent. Further, Tennant may subcontract any of its obligations under this Agreement without consent; provided, that no such subcontracting shall relieve Tennant of any obligations under this Agreement. At the request of Tennant (or, as applicable, Tennant Affiliates), the End User shall, and shall cause its personnel to, promptly execute such further documents and take such further actions as may be reasonably necessary to carry out the provisions of this Agreement, including to perfect, register or enforce the rights set forth herein. 10.4 If any provision of the Agreement Documents is held to be invalid or unenforceable, the remaining provisions of the Agreement Documents remain in full force and effect. 10.5 The Agreement Documents shall be governed and construed and interpreted in accordance with by the laws of Brazil. 10.6 the State of Delaware, without regard to its conflict of laws provisions. Any dispute shall first be referred controversy or claim arising out of or relating to the managing directors Agreement Documents, or equivalent company leader (each a “Managing Director”) of the parties within fourteen (14) days of a written request from one party to the otherbreach thereof, who shall in confer in good faith on the resolution of the issue. Any final decision mutually agreed by the Managing Directors shall be conclusive and binding on the parties. If the Managing Directors are not able to agree on the resolution of any such issues within ten (10) business days (or such other period of time as mutually agreed by the Managing Directors) after such issue was first referred to them, then such dispute shall finally be resolved by arbitration. All disputes to be settled by arbitration shall be finally settled by arbitration administered by the London Court of International American Arbitration (“LCIA”) Association in accordance with its Commercial Arbitration Rules. Any judgment on the LCIA Rules and pursuant Law 9,307/96award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Claims shall be heard by a single arbitrator, except where unless the LCIA rules conflict with the provisions of this Agreementclaim amount exceeds $500,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Hennepin County, Minnesota. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in-person hearings. The standard provisions of this Agreement the Commercial Rules shall take precedenceapply. The language Arbitrators will have the authority to allocate the costs of the arbitration process among the parties but will only have the authority to allocate attorneys' fees if a particular law permits them to do so. Except as may be required by law, neither the End User nor Tennant nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both the End User and Tennant. The End User and Tennant agree that failure or refusal of the other party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be English required to present evidence and legal argument as the seatarbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non- paying party in the absence of evidence presented as provided for above. Notwithstanding the foregoing, the End User agrees that Tennant shall be allowed to seek injunctive remedies (or any similar type of interim relief) in court. Regardless of arbitrability, any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or legal place of arbitration, shall be Sao Paulo, Brazilrepresentative action. The parties agree to keep confidential the existence of the arbitrationTherefore, the arbitral proceedingsEnd User hereby waives all rights to bring claims on behalf of a class of persons; however, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards, except as required by applicable law and to the extent not already in the public domain or disclosure is required to enforce End User may still bring an award, or to pursue an action in aid of arbitration or individual claim for injunctive relief (in which case each party may apply to any a court of competent jurisdiction for appropriate temporary injunctive relief jurisdiction. Nothing in this Section 10.4 shall operate to avoid irreparable harmprevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration. 10.5 ANY CAUSE OF ACTION OR CLAIM THE END USER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, maintain THE AMR DATA, THE SOFTWARE, THE AUTONOMY SERVICES OR THE AUTONOMY FEATURES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 10.6 For purposes of this Agreement, (a) the status quo, or preserve the subject matter of the arbitration, pending resolution of any arbitration proceeding). The number of arbitrators shall words "include," "includes," and "including" are deemed to be three unless the aggregate damages sought followed by the claimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and the aggregate damages sought by the respondent/counterclaimant are stated to be less than one million Brazilian Reais (R$1.000.000,00), and neither side seeks equitable relief, in which case there shall be a single arbitrator. In the event there are three arbitrators, each party shall appoint a person to serve as an arbitrator within fifteen (15) days after the respondent submits its answer and counterclaims. The two party-appointed arbitrators shall then appoint the presiding arbitrator within fifteen (15) days after the second party-appointed arbitrator’s appointment. In the event there is one arbitrator, that arbitrator shall be appointed by the parties by mutual agreement within fifteen (15) days after the respondent submits its answer and any counterclaims. If any arbitrators are not selected within these time periods, the LCIA shall, at the written request of any party, complete the appointments that have not been made. Each arbitrator shall be a lawyer with at least fifteen (15) years’ experience with a law firm or member of a barristers’ xxxxxxxx or corporate law or litigation department of over twenty-five (25) lawyers or who was a judge of a court of general jurisdiction.words "without limitation;"