restrictive as those contained herein. Receiving Party shall not, by authorized or unauthorized access, review, reverse engineer, disassemble, or decompile any Confidential Information. Except as provided hereunder, Receiving Party agrees that it will not use any Confidential Information for its own purpose or for the benefit of any third party and shall honor the copyrights and other intellectual property rights of the Disclosing Party and will not copy, duplicate, or in any manner reproduce any such copyrighted materials. Upon request of Disclosing Party or upon termination of this agreement, the Receiving Party shall promptly deliver to the Disclosing Party any and all documents, notes, or other physical embodiments of or reflecting the Confidential Information (including copies thereof) that are in its possession or control. Within seven (7) days of termination of this agreement or upon request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party. If Confidential Information is destroyed rather than returned, the returning party shall certify such destruction. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, seek temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
10.5
Assignment. Customer may not assign this Agreement or transfer any license created hereunder, by operation of law, change of control, or otherwise (“Assign”) without the prior written consent of Agatha.
10.6.
Governing Law; Venue. The laws of France govern the interpretation of this Agreement, regardless of conflict of laws principles.
10.7.
Entire Agreement. The provisions of this agreement together with any documents referenced herein constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of the agreement. Customer acknowledges and agrees that it is not relying on any agreement, representation, statement or warranty (whether or not in writing) made or given prior to commencement of the Term set out on the Quote, except as expressly provided in this agreement, with respect to the Terms and Conditions provided hereunder. This agreement
may only be modified or supplemented by a writing manually signed by the authorized representatives of the parties.
10.8
Force Majeure. Agatha shall not be liable to Customer for any delay or failure of Agatha to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Agatha. Such causes shall include, but are not limited to, acts of God, floods, fire, utility failure, acts of terrorism, war, etc.
10.9.
Survival. The terms of Sections 7, 8, 9 and 10 shall all survive the Term of this agreement.
10.10.
Payment. Unless otherwise specified in the Quote, Agatha may invoice Customer for all fees immediately following the Quote Effective Date and all such fees shall be due and payable within thirty (30) days of such invoice date. Notwithstanding any provision to the contrary, any and all payments required to be made hereunder shall be timely made, and no payments to Agatha shall be withheld, delayed, reduced, or refunded if Agatha has performed its material obligations.
10.11.
Late Payment Fees. Late fees will be applied for each day of delay to all past due payments according to the following schedule: three percent (3%) of the past due amount at thirty (30) days past due; five percent (5%) of the past due amount at sixty (60) days; ten percent (15%) of the past due amount at ninety (90) days past due.
10.12.
Non-solicitation. During the Term of this Agreement and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee of Agatha without the prior written consent of Agatha. Violation of this provision shall entitle Agatha to a liquidated penalty against Customer equal to two hundred percent (200%) of the solicited person’s gross annual compensation.
10.13.
Marks and Publicity. Agatha and Customer trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), shall be the sole and exclusive property of the respective owning party, which shall own all right, title and interest therein. Agatha may: (i) use the Customer’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote the Customer’s statements in one or more press releases; and/or (iii) make such other use of the Customer’s name and/or logo as may be agreed between the parties. Additionally, Agatha may