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

Governing Law, Venue and Dispute Resolution. (a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement will be governed by and construed and enforced in accordance with the internal procedural and substantive laws of the laws of England and Wales, without regard to the principles of conflicts of law thereof. (b) Any dispute, controversy, or claim arising out of or relating to this Agreement (and any subsequent amendments thereof), or the breach, termination, or validity thereof, and any question of the arbitral tribunal’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim (each a “Dispute”), shall be resolved by final and binding arbitration administered by the London Court of International Arbitration (the “LCIA”), in accordance with the Arbitration Rules of United Nations Commission on International Trade Law then in effect (the “UNCITRAL Rules”), except as modified herein, with the LCIA being the appointing authority for purposes of the UNCITRAL Rules. (c) The seat of arbitration shall be New York, New York, and the arbitration shall be conducted in the English language. The arbitration, and any decisions and awards arising thereunder, will be subject to the Federal Arbitration Act (9 U.S.C. § 1 et seq.). (d) The arbitral tribunal shall consist of one arbitrator (the “Arbitral Tribunal”) mutually agreed by the parties. If the parties cannot mutually agree upon the selection of the Arbitral Tribunal within thirty (30) days of the notice of arbitration, the arbitrator shall be appointed by the LCIA. (e) Any arbitration hereunder shall be confidential, and the parties and their Representatives agree not to disclose to any third party the existence or status of the arbitration or any information related thereto, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right. (f) In addition to monetary damages, the Arbitral Tribunal shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement. (g) The award of the Arbitral Tribunal shall be final and binding upon the parties thereto, and shall be the sole and exclusive remedy between the parties regarding any dispute, controversy or claims presented to the Arbitral Tribunal. Judgment upon any award may be entered in any court having jurisdiction over any party or any of its assets. (h) The Arbitral Tribunal shall have the power to award attorneys’ fees, costs and related expenses, as well as the costs of the arbitration, to such extent and to such parties as it sees fit, in accordance with the UNCITRAL Rules. (i) Nothing in this Section 6.13 shall preclude any party from seeking interim or provisional relief from a court of competent jurisdiction including a temporary restraining order, preliminary injunction or other interim relief concerning a dispute either prior to or during any arbitration if necessary to protect the interest of such Party or to preserve the status quo pending the arbitration proceeding. (j) The parties submit to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York County in the State of New York (the “New York Courts”), for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. The parties hereby unconditionally and irrevocably waive any right to stay or dismiss any such proceeding brought before the New York Courts on the basis of inappropriate or improper venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. Nothing contained herein will be deemed to limit in any way any right to serve process in any other manner permitted by law. Furthermore, nothing herein shall affect the parties’ right to bring legal action or proceedings to enforce an arbitral award in any other court of competent jurisdiction.

Governing Law, Venue and Dispute Resolution. The rights and obligations of the parties under this Order shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods (aCISG) All questions concerning or the constructionUnited Nations Convention of the Limitation Period in the International Sale of Goods, validityas amended (collectively “the Conventions”). For the avoidance of doubt, enforcement the Conventions are hereby excluded. Except if otherwise provided hereunder, the rights and interpretation obligations of the parties under this Order will be interpreted under, and any disputes whether sounding in contract, tort or otherwise arising out of this Agreement Order will be governed by, the laws of the State of Illinois, including its provisions of the Uniform Commercial Code, but excluding its conflict of laws principles. Supplier hereby irrevocably consents to the exclusive jurisdiction of the courts located in Cook or Lake County, Illinois USA in connection with all actions arising out of or in connection with this Order, and waives any objections that venue is an inconvenient forum. Xxxxx and Supplier shall attempt to settle any claim or controversy arising out of this Order through consultation and negotiation in good faith and in the spirit of mutual cooperation; provided, however, that this does not preclude either party from initiating a legal proceeding. Agreement by the parties to any alternative dispute resolution procedure will not be construed under the doctrines of laches, waiver, or estoppel to adversely affect Zebra’s rights. Supplier’s performance under this Order will not be suspended during the pendency of any dispute. Notwithstanding the foregoing, Supplier agrees to arbitrate any actions arising out of or in connection with this Order in the event Zebra so demands. If a Zebra Affiliate placing the Order is incorporated in Zebra’s Europe, Middle East or Africa region (“EMEA”), the additional terms of Schedule 1 (below) will apply and this Order and terms will be construed and enforced take effect in accordance with the internal procedural and substantive laws of the laws of England and Wales, without regard Wales and the parties hereby submit to the principles jurisdiction of the Courts of England and Wales for the determination of any disputes arising under any contract or this Order. For such Orders, Supplier agrees that it shall not initiate any action against Xxxxx in any other jurisdiction in EMEA, however, Zebra may at its discretion initiate action in any jurisdiction in EMEA. Supplier agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdiction (including without limitation, the appropriate courts of the jurisdiction in which Supplier is resident or in which any property or an office of Supplier is located) by suit on the judgment or in any other manner provided by law. If a Zebra Affiliate placing the Order is incorporated within Brazil, this Order and terms will be construed and take effect in accordance with the laws of the State of Sao Paulo excluding its conflicts of law thereof. (b) Any disputelaws principles. For such Orders, controversySupplier hereby irrevocably consents to the exclusive jurisdiction of the applicable courts located in City of Sao Paulo, or claim in connection with all actions arising out of or relating to this Agreement (and any subsequent amendments thereof), or in connection with the breach, termination, or validity thereofOrder in Brazil, and waives any question of objections that venue is an inconvenient forum. Supplier further agrees that it will not initiate any action against Xxxxx in any other jurisdiction. If a Zebra Affiliate placing the arbitral tribunalOrder is incorporated in Zebra’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim Asia Pacific region (each a “DisputeAPAC”), this Order shall be resolved by final and binding arbitration administered governed by the London Court of International Arbitration (the “LCIA”), in accordance with the Arbitration Rules of United Nations Commission on International Trade Law then in effect (the “UNCITRAL Rules”), except as modified herein, with the LCIA being the appointing authority for purposes laws of the UNCITRAL Rules. country as set forth in Schedule 2 (cbelow) The seat of arbitration shall be New York, New York, and the arbitration shall be conducted in the English language. The arbitration, and any decisions and awards arising thereunder, will be subject without giving effect to the Federal Arbitration Act (9 U.S.C. § 1 et seq.). (d) The arbitral tribunal shall consist conflict of one arbitrator (the “Arbitral Tribunal”) mutually agreed by the partieslaws principles thereof. If the parties canSupplier further agrees that it will not mutually agree upon the selection of the Arbitral Tribunal within thirty (30) days of the notice of arbitration, the arbitrator shall be appointed by the LCIA. (e) Any arbitration hereunder shall be confidential, and the parties and their Representatives agree not to disclose to initiate any third party the existence or status of the arbitration or any information related thereto, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right. (f) In addition to monetary damages, the Arbitral Tribunal shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement. (g) The award of the Arbitral Tribunal shall be final and binding upon the parties thereto, and shall be the sole and exclusive remedy between the parties regarding any dispute, controversy or claims presented to the Arbitral Tribunal. Judgment upon any award may be entered action against Xxxxx in any court having other jurisdiction over any party or any of its assets. (h) The Arbitral Tribunal shall have the power to award attorneys’ fees, costs and related expenses, as well as the costs of the arbitration, to such extent and to such parties as it sees fit, in accordance with the UNCITRAL Rules. (i) Nothing in this Section 6.13 shall preclude any party from seeking interim or provisional relief from APAC. Supplier agrees that a court of competent jurisdiction including a temporary restraining order, preliminary injunction or other interim relief concerning a dispute either prior to or during any arbitration if necessary to protect the interest of such Party or to preserve the status quo pending the arbitration proceeding. (j) The parties submit to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York County in the State of New York (the “New York Courts”), for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. The parties hereby unconditionally and irrevocably waive any right to stay or dismiss any such proceeding brought before the New York Courts on the basis of inappropriate or improper venue. Each party hereby irrevocably waives personal service of process and consents to process being served final judgment in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. Nothing contained herein will be deemed to limit conclusive and may be enforced in any way other jurisdiction (including without limitation, the appropriate courts of the jurisdiction in which Supplier is resident or in which any right to serve process property or an office of Supplier is located) by suit on the judgment or in any other manner permitted provided by law. Furthermore, nothing herein shall affect the parties’ right to bring legal action or proceedings to enforce an arbitral award in any other court of competent jurisdiction.

Governing Law, Venue and Dispute Resolution. (a) All questions concerning the construction, validity, enforcement and interpretation of this This Agreement will shall be governed by and construed and enforced in accordance with the internal procedural and substantive laws of the laws State of England and WalesDelaware, without regard to the any applicable principles of conflicts of law thereofthat could mandate the application of the laws of another jurisdiction. (b) Any dispute, controversy, or claim arising out of or relating to this Agreement (and any subsequent amendments thereof), or the breach, termination, or validity thereof, and any question of the arbitral tribunalArbitral Tribunal’s jurisdiction or the existence, scope or validity of this arbitration agreement or the arbitrability of any claim (each a “Dispute”), shall be resolved by final and binding arbitration administered by the London Court of International American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in effect at the time (the “LCIA”), in accordance with the Arbitration Rules of United Nations Commission on International Trade Law then in effect (the “UNCITRAL Rules”), except as modified herein, with the LCIA being the appointing authority for purposes of the UNCITRAL Rules. (c) The seat of arbitration shall be New York, New York, and the arbitration shall be conducted in the English language. (d) There shall be three arbitrators (the “Arbitral Tribunal”), of whom the claimant and respondent each will select one within thirty (30) Business Days of the receipt by the respondent of a copy of the demand for arbitration. If either the claimant or respondent fails to appoint an arbitrator within the time periods specified herein, such arbitrator shall be appointed by the AAA. The two arbitrators so appointed shall nominate the third and presiding arbitrator (the “Chair”) within thirty (30) Business Days of the appointment of the second arbitrator. In the event that the two party-appointed arbitrators fail to reach an agreement on a Chair within thirty (30) Business Days of their appointment, then the AAA shall appoint the Chair. (e) The arbitration, and any decisions and awards arising thereunder, will be subject to the Federal Arbitration Act (9 U.S.C. § 1 et seq.). (d) The arbitral tribunal shall consist of one arbitrator (the “Arbitral Tribunal”) mutually agreed by the parties. If the parties cannot mutually agree upon the selection of the Arbitral Tribunal within thirty (30) days of the notice of arbitration, the arbitrator shall be appointed by the LCIA. (ef) Any arbitration hereunder shall be confidential, and the parties and their Representatives agree not to disclose to any third party party: (i) the existence or status of the arbitration arbitration; or (ii) any information related theretomade known and documents produced in the arbitration not otherwise in the public domain, and (iii) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right. (fg) In addition to monetary damages, the Arbitral Tribunal shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement. (gh) The award of the Arbitral Tribunal shall be final and binding upon the parties thereto, and shall be the sole and exclusive remedy between the parties regarding any dispute, controversy or claims Disputes presented to the Arbitral Tribunal. Judgment upon any award may be entered in any court having jurisdiction over any party or any of its assets. (hi) The Arbitral Tribunal shall have the power to award attorneys’ fees, costs and related expenses, as well as the costs of the arbitration, to such extent and to such parties as it sees fit, in accordance with the UNCITRAL Rules. (i) Nothing in this Section 6.13 shall preclude any party from seeking interim or provisional relief from a court of competent jurisdiction including a temporary restraining order, preliminary injunction or other interim relief concerning a dispute either prior to or during any arbitration if necessary to protect the interest of such Party or to preserve the status quo pending the arbitration proceeding. (j) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings. Without prejudice to such provisional remedies that may be granted by a court, the arbitrator shall have full authority to grant provisional remedies, to order a party to request that a court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the Arbitral Tribunal’s orders to that effect. (k) The parties consent and submit to the non-exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, New York County in the State of New York (the “New York Courts”), for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitrationarbitration and for the enforcement of any arbitral award rendered hereunder. The parties In any such action: (i) each party hereby unconditionally and irrevocably waive waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to stay jurisdiction on account of its place of incorporation or dismiss domicile, which it may now or hereafter have to the bringing of any such action or proceeding brought before the in any New York Courts on the basis of inappropriate or improper venue. Each Court; (ii) each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service will constitute good and sufficient service of process and notice thereof. Nothing ; nothing contained herein will be deemed to limit in any way any right to serve process in any other manner permitted by law; and (iii) each party waives any right to trial by jury in any court. Furthermore, nothing herein shall affect the parties’ right to bring legal action or proceedings to enforce an arbitral award in any other court of competent jurisdiction.