Common use of Governing Law, Venue and Dispute Resolution Clause in Contracts

Governing Law, Venue and Dispute Resolution. The parties agree and acknowledge that, regardless of the location from which this Order is issued, events related to this transaction, such as order fulfillment, logistics, design, manufacturing, quality control, establishing delivery schedules and quantities, shipments, payment, and other events may occur in various locations around the world, including, without limitation, the State of Illinois, United States of America (“Illinois”). The parties further agree and acknowledge that the transaction contemplated by this Order may involve and inure to the benefit of entities in addition to the entity issuing this Order, including, without limitation, Motorola, Inc. and its subsidiaries, divisions, and related entities, or their respective customers or subcontractors. Seller agrees and acknowledges that the party issuing this Order might not use, consume, or resell the goods or services purchased hereunder and that any breach of Seller’s obligations under this Order will cause harm to the entity issuing this Order and to other entities, including, without limitation, Motorola, Inc., its subsidiaries, divisions, and related entities, and their respective customers or subcontractors, and any entity that Motorola expected or intended to use, consume, or resell the goods or services at issue. The parties therefore agree that this transaction has a significant relationship to Illinois and that this Order, all transactions and conduct related to this Order, and all disputes and causes of action between the parties related thereto (in contract, warranty, tort, strict liability, by statute, regulation or otherwise) shall be governed exclusively by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise agreed to in a writing signed by both parties, the parties agree that the sole and exclusive venue for any disputes, claims, or causes of action, whether legal or equitable, shall be in the state or federal courts within the geographic bounds of the United States District Court for the Northern District of Illinois. If any applicable law affords greater rights or protections to Motorola than those specified in this Order, Motorola shall be entitled to avail itself of any such greater rights or protections. If one or more provisions of this Order is held to be unenforceable under applicable law, the unenforceable portion will not affect any other provision of this Order and this Order will be construed as if the unenforceable provision was not present and at Motorola’s request, Seller must negotiate in good faith to replace the unenforceable provision with an enforceable provision with effect nearest to that of the provision being replaced. Seller must formally initiate any legal action or claim against Motorola for non-payment within six (6) months of the date on which the payment was due. Failure to do so shall constitute a knowing and intentional waiver of all claims for non-payment, and Seller shall be estopped from pursuing any claim for non-payment more than six (6) months after the date on which the alleged payment was due. In addition, Seller must formally initiate any legal action or claim against Motorola for an alleged breach of any obligation related to or arising out of this Order within one (1) year of the date of the alleged breach or be forever barred from pursuing such action or claim. Prior to initiating a lawsuit or other formal legal action, Motorola and Seller shall first attempt to settle any claim or controversy arising out of this Order through consultation and negotiation by the following process. The dispute will be submitted in writing to a panel of two

Governing Law, Venue and Dispute Resolution. The parties agree and acknowledge that, regardless of the location from which this Order is issued, events related to this transaction, such as order fulfillment, logistics, design, manufacturing, quality control, establishing delivery schedules and quantities, shipments, payment, and other events may occur in various locations around the world, including, without limitation, the State of Illinois, United States of America (“Illinois”( Illinois ). The parties further agree and acknowledge that the transaction contemplated by this Order may involve and inure to the benefit of entities in addition to the entity issuing this Order, including, without limitation, Motorola, Inc. and its subsidiaries, divisions, and related entities, or their respective customers or subcontractors. Seller agrees and acknowledges that the party issuing this Order might not use, consume, or resell the goods or services purchased hereunder and that any breach of Seller’s Seller s obligations under this Order will cause harm to the entity issuing this Order and to other entities, including, without limitation, Motorola, Inc., its subsidiaries, divisions, and related entities, and their respective customers or subcontractors, and any entity that Motorola expected or intended to use, consume, or resell the goods or services at issue. The parties therefore agree that this transaction has a significant relationship to Illinois and that this Order, all transactions and conduct related to this Order, and all disputes and causes of action between the parties related thereto (in contract, warranty, tort, strict liability, by statute, regulation or otherwise) shall be governed exclusively by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise agreed to in a writing signed by both parties, the parties agree that the sole and exclusive venue for any disputes, claims, or causes of action, whether legal or equitable, shall be in the state or federal courts within the geographic bounds of the United States District Court for the Northern District of Illinois. If any applicable law affords greater rights or protections to Motorola than those specified in this Order, Motorola shall be entitled to avail itself of any such greater rights or protections. If one or more provisions of this Order is held to be unenforceable under applicable law, the unenforceable portion will not affect any other provision of this Order and this Order will be construed as if the unenforceable provision was not present and at Motorola’s Motorola s request, Seller must negotiate in good faith to replace the unenforceable provision with an enforceable provision with effect nearest to that of the provision being replaced. Seller must formally initiate any legal action or claim against Motorola for non-payment within six (6) months of the date on which the payment was due. Failure to do so shall constitute a knowing and intentional waiver of all claims for non-non- payment, and Seller shall be estopped from pursuing any claim for non-payment more than six (6) months after the date on which the alleged payment was due. In addition, Seller must formally initiate any legal action or claim against Motorola for an alleged breach of any obligation related to or arising out of this Order within one (1) year of the date of the alleged breach or be forever barred from pursuing such action or claim. Prior to initiating a lawsuit or other formal legal action, Motorola and Seller shall first attempt to settle any claim or controversy arising out of this Order through consultation and negotiation by the following process. The dispute will be submitted in writing to a panel of twotwo (2) senior executives from each of Motorola and Seller for resolution. If the executives are unable to resolve the dispute within fifteen (15) days, the parties shall mediate their dispute, the cost of which will be shared equally by the parties, except that each party will pay its own attorney's fees. Within fifteen (15) days after written notice demanding mediation, the parties will choose a mutually acceptable mediator. Neither party will unreasonably withhold consent to the selection of the mediator. Unless otherwise agreed in a writing signed by both parties, the mediation shall be conducted in the State of Illinois, United States of America. If the dispute cannot be resolved through mediation within forty-five (45) days, either party may submit the dispute to a state or federal court of competent jurisdiction in Northern Illinois, United States of America. Use of any dispute resolution procedure will not be construed under the doctrines of xxxxxx, waiver, or estoppel to adversely affect the rights of either party. Except as set forth herein, Motorola s right to pursue its claims in court and to proceed before a jury shall not be limited, and the time in which to file such lawsuits shall not be reduced. Nothing herein prevents either party from resorting directly to judicial proceedings if the dispute is with respect to intellectual property rights, or interim relief from a court is necessary to prevent serious and irreparable injury to a party or others. Seller shall continue to perform its obligations under this Order during the pendency of any dispute. Save as otherwise expressly specified in this Order, a person who is not a party to this Order shall not have any rights under or in connection with it.

Governing Law, Venue and Dispute Resolution. The parties agree and acknowledge that, regardless of the location from which this Order is issued, events related to this transaction, such as order fulfillment, logistics, design, manufacturing, quality control, establishing delivery schedules and quantities, shipments, payment, and other events may occur in various locations around the world, including, without limitation, the State of Illinois, United States of America (“Illinois”). The parties further agree and acknowledge that the transaction contemplated by this Order may involve and inure to the benefit of entities in addition to the entity issuing this Order, including, without limitation, Motorola, Inc. Customer and its affiliates, subsidiaries, divisions, and related entities, or their respective customers or subcontractors. Seller agrees and acknowledges that the party issuing this Order might not use, consume, or resell the goods or services purchased hereunder and that any breach of Seller’s 's obligations under this Order will cause harm to the entity issuing this Order and to other entities, including, without limitation, Motorola, Inc.Customer, its affiliates, subsidiaries, divisions, and related entities, and their respective customers or subcontractors, and any entity that Motorola Customer expected or intended to use, consume, or resell the goods or services at issue. The parties therefore agree that this transaction has a significant relationship to Illinois and that this Order, all transactions and conduct related to this Order, and all disputes and causes of action between the parties related thereto (in contract, warranty, tort, strict liability, by statute, regulation or otherwise) shall be governed exclusively by and construed in accordance with the laws of the State of Illinois, United States of AmericaNew York, without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise agreed to in a writing signed by both parties, the parties agree that the sole and exclusive venue for any disputes, claims, or causes of action, whether legal or equitable, shall be in the state or federal courts within the geographic bounds of the United States District Court for the Northern Southern District of IllinoisNew York sitting in Manhattan. If any applicable law affords greater rights or protections to Motorola Customer than those specified in this Order, Motorola Customer shall be entitled to avail itself of any such greater rights or protections. If one or more provisions of this Order is held to be unenforceable under applicable law, the unenforceable portion will not affect any other provision of this Order and this Order will be construed as if the unenforceable provision was not present and at MotorolaCustomer’s request, Seller must negotiate in good faith to replace the unenforceable provision with an enforceable provision with effect nearest to that of the provision being replaced. Seller must formally initiate any legal action or claim against Motorola Customer for non-non- payment within six (6) months of the date on which the payment was due. Failure to do so shall constitute a knowing and intentional waiver of all claims for non-non- payment, and Seller shall be estopped from pursuing any claim for non-payment more than six (6) months after the date on which the alleged payment was due. In addition, Seller must formally initiate any legal action or claim against Motorola Customer for an alleged breach of any obligation related to or arising out of this Order within one (1) year of the date of the alleged breach or be forever barred from pursuing such action or claim. Prior to initiating a lawsuit or other formal legal action, Motorola Customer and Seller shall first attempt to settle any claim or controversy arising out of this Order through consultation and negotiation by the following process. The dispute will be submitted in writing to a panel of twotwo (2) senior executives from each of Customer and Seller for resolution. If the executives are unable to resolve the dispute within fifteen (15) days, the parties shall mediate their dispute, the cost of which will be shared equally by the parties, except that each party will pay its own attorney's fees. Within fifteen (15) days after written notice demanding mediation, the parties will choose a mutually acceptable mediator. Neither party will unreasonably withhold consent to the selection of the mediator. Unless otherwise agreed in a writing signed by both parties, the mediation shall be conducted in Los Angeles, CA. If the dispute cannot be resolved through mediation within forty-five (45) days, either party may submit the dispute to the United States District Court for the Southern District of New York sitting in Manhattan. Use of any dispute resolution procedure will not be construed under the doctrines of laches, waiver, or estoppel to adversely affect the rights of either party. Except as set forth herein, Customer’s right to pursue its claims in court and to proceed before a jury shall not be limited, and the time in which to file such lawsuits shall not be reduced. Nothing herein prevents either party from resorting directly to judicial proceedings if the dispute is with respect to intellectual property rights, or interim relief from a court is necessary to prevent serious and irreparable injury to a party or others. Seller shall continue to perform its obligations under this Order during the pendency of any dispute.

Governing Law, Venue and Dispute Resolution. The parties agree and acknowledge that, regardless of the location from which this Order is issued, events related to this transaction, such as order fulfillment, logistics, design, manufacturing, quality control, establishing delivery schedules and quantities, shipments, payment, and other events may occur in various locations around the world, including, without limitation, the State of Illinois, United States of America (“Illinois”). The parties further agree and acknowledge that the transaction contemplated by this Order may involve and inure to the benefit of entities in addition to the entity issuing this Order, including, without limitation, Motorola, Inc. and its subsidiaries, divisions, and related entities, or their respective customers or subcontractors. Seller Xxxxxx agrees and acknowledges that the party issuing this Order might not use, consume, or resell the goods or services purchased hereunder and that any breach of Seller’s obligations under this Order will cause harm to the entity issuing this Order and to other entities, including, without limitation, Motorola, Inc., its subsidiaries, divisions, and related entities, and their respective customers or subcontractors, and any entity that Motorola expected or intended to use, consume, or resell the goods or services at issue. The parties therefore agree that this transaction has a significant relationship to Illinois and that this Order, all transactions and conduct related to this Order, and all disputes and causes of action between the parties related thereto (in contract, warranty, tort, strict liability, by statute, regulation or otherwise) shall be governed exclusively by and construed in accordance with the laws of the State of Illinois, United States of America, without regard to its conflicts of laws provisions. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise agreed to in a writing signed by both parties, the parties agree that the sole and exclusive venue for any disputes, claims, or causes of action, whether legal or equitable, shall be in the state or federal courts within the geographic bounds of the United States District Court for the Northern District of Illinois. If any applicable law affords greater rights or protections to Motorola than those specified in this Order, Motorola shall be entitled to avail itself of any such greater rights or protections. If one or more provisions of this Order is held to be unenforceable under applicable law, the unenforceable portion will not affect any other provision of this Order and this Order will be construed as if the unenforceable provision was not present and at Motorola’s request, Seller must negotiate in good faith to replace the unenforceable provision with an enforceable provision with effect nearest to that of the provision being replaced. Seller must formally initiate any legal action or claim against Motorola for non-payment within six (6) months of the date on which the payment was due. Failure to do so shall constitute a knowing and intentional waiver of all claims for non-payment, and Seller shall be estopped from pursuing any claim for non-payment more than six (6) months after the date on which the alleged payment was due. In addition, Seller must formally initiate any legal action or claim against Motorola for an alleged breach of any obligation related to or arising out of this Order within one (1) year of the date of the alleged breach or be forever barred from pursuing such action or claim. Prior to initiating a lawsuit or other formal legal action, Motorola and Seller shall first attempt to settle any claim or controversy arising out of this Order through consultation and negotiation by the following process. The dispute will be submitted in writing to a panel of two