By completing the form below, I agree to the membership terms listed on this page.
THE GATHERING SPOT
In consideration of your voluntary participation in the TGS Membership, the representations, warranties, and covenants you make in this Membership Agreement, The Gathering Spot, LLC (“TGS”) will provide the services and benefits described in the program (the “Services”), including use of the space at the location(s) applicable to your membership. In this Agreement, TGS may also be referred to as “We”, “TGS”, “The Gathering Spot”, or the “Club”. The physical TGS locations may also be referred to herein as the “The Gathering Spot”, the “Club” or the “Facility”. Your membership is subject to this Membership Agreement and to the rules posted on The Gathering Spot website and contained in this Membership Agreement, as such rules may be amended from time to time (the “Members Community Code”). For purposes of this Membership Agreement, the Members Community Code and all other internal and external communications, you may be referred to as a “Member” or “You” or “Your”, or any other phrase which, taken in context, relates to you. Any reference to You herein shall also be deemed to include Your guests, as the context requires. Those references are not intended and shall not be construed to imply that you have an ownership interest in TGS or the Facility. You agree that this Membership Agreement constitutes a valid, legal and binding agreement between You and TGS.
This program is valued at $5,000 and cannot be exchanged for monetary or cash value.
Nature of this Agreement
The entire Facility shall, at all times, remain in TGS’ possession and control. YOU ACKNOWLEDGE AND AGREE THAT THIS MEMBERSHIP AGREEMENT CREATES NO TENANCY INTEREST, LEASEHOLD ESTATE, BUSINESS USE, OR OTHER REAL PROPERTY INTEREST IN YOUR FAVOR WITH RESPECT TO THE FACILITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER THE SERVICES PROVIDED BY TGS, NOR THIS MEMBERSHIP AGREEMENT SHALL IN ANY MANNER CREATE OR CONSTITUTE A LANDLORD/TENANT RELATIONSHIP. Instead, TGS is granting you a limited license to use the Facility on a non-exclusive basis, on the terms provided herein so that TGS can provide the Services to you. This Membership Agreement is personal to You and cannot be transferred to anyone else.
Trailblazers participating in the Trailblazer program will receive a complimentary All Club Membership with The Gathering Spot for the duration of the program. Upon completion of the program, the Trailblazer participant (member) will have the opportunity to continue as a paying member of The Gathering Spot at the then-current membership rate or may choose to cancel their membership with The Gathering Spot for no fees incurred.
Members Community Code
You acknowledge and agree that you will, at all times during the term of your membership, abide by the Members Community Code as set forth below and as amended from time to time by TGS. The Members Community Code will be maintained on The Gathering Spot website.
You agree that while You are a Member, in the Facility or using the Services, You will not: (a) Use the Facility or Services for any purpose that is unlawful; prohibited by this Membership Agreement and Member’s Community Code; interfere with the use of the Facility by TGS or others; cause any nuisance; harass or annoy any other Members, engage in any activity which is likely to cause an increase in insurance premiums or cause loss or damage to TGS or any other Member or user of the Facility; (b) engage in any conduct of a sexual or otherwise offensive or harassing nature, toward any Member or TGS staff member which is unwelcomed and/or unwanted; (c) Place anything, or allow anything to be placed, in the common areas, or near any glass, window, door, partition or wall, which may, in TGS judgment, is unsightly or limits the use of the Facility by others; (d) Use the Facility for retail activity open to the general public, use the Facility in any way that creates a health or safety risk, including, without limitation, chemical, biological or medical research, or otherwise conduct activities at the Facility that is inconsistent with an office environment; (e) Bring into the Facility, or knowingly permit guests or invitees to bring into the Facility, any hazardous, flammable or combustible materials, explosives, fireworks; (f) bring any weapons into the Facility, regardless of whether you possess a concealed carry permit; (g) Install fixtures to or otherwise undertake any structural or cosmetic changes to the Facility building, parking deck or surrounding areas, including, without limitation, moving, removing or adding walls, painting walls, removing or adding doors, installing or removing carpet or other flooring, disabling or tampering with HVAC, elevators, fire alarms, fire doors or security systems, or adding or removing locks on doors or windows; (h) Install any cabling, IT or telecom connections without TGS’ consent, which may be refused in its absolute discretion; (i) Obstruct or use for any purpose other than for ingress to and egress from the Facility, the sidewalks, halls, passages, exits, entrances, elevators and stairways; (j) make any holes in the walls of any assigned space or any community space in the Facility, or (k) make any modifications to any assigned space. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and TGS, in all cases, retains the right to control and prevent access thereto by all persons whose presence, in the reasonable judgment of TGS, shall be prejudicial to the safety, character, reputation and interests of The Gathering Spot Club and member community. If, as a result of You or Your guest’s conduct, TGS requests Your removal from the Facility, You and/or Your guest (as applicable) shall leave the Facility promptly and may arrange with TGS to return at a later time to collect any personal belongings. If, You/Your guest refuse to leave the Facility at TGS’s request, TGS shall have the right to remove You or Your guest, as the case may be, and such removed person shall hold TGS harmless in all respects from any claim or expense related to such removal.
Conference Room Policies
Members may book conference rooms through our Concierge. Conference room payment will be charged at the time of booking using the credit card on file. If a Member wishes to use a different form of payment, it shall be the Member’s responsibility to inform the Concierge of such desire at the time of booking. We require 48 hours cancellation notice prior to your scheduled reservation, otherwise we will charge Your member account a $75 cancellation fee. If You do not notify us of your cancellation and do not use the Conference room You booked, we will charge Your member account a $100 cancellation fee. Should You have to reschedule Your reservation at any time, we will offer a credit of the total amount paid toward future conference room bookings. In the event of a cancellation or reschedule, refunds will not be issued.
Payment of Membership Account and Club Usage
All Members shall have on file, at all times, a current and valid credit card, for all charges incurred at TGS. Member hereby authorized TGS to charge the credit card on file for all items purchased at TGS and for the payment of dues. Any card that is added to the member’s account is therefore authorized by the member for any incidentals, dues, or other charges that may be charged to the card on file.TGS will not accept payment by cash or check, unless arrangements have been made with, and approved in advance, by TGS. It shall be Member’s responsibility to update their credit card information when the card on file is no longer valid, or if Member wishes to use a different card to pay for Services.
The Member credit card on file can be used for all payments, including:
Food and beverage consumption, which shall be processed prior to Member leaving the Club on the day Service was rendered (pay as you go process). If a check is left open, the card on file will be charged with a 20% tip added.
Club Facilities rental, which will be processed in accordance with the event space rental agreement governing such use.
Purchase of event tickets and other offers extended by the Club, which will be processed at the time of ordering.
All other purchases made through TGS, which shall be processed at the time such purchase is made.
Should a Member’s account become past due, Member agrees that the Club may assess a late charge on such past-due account on the day after such payment becomes past due. Member agrees to pay all reasonable attorneys’ fees, investigator fees, and related costs incurred by TGS in collecting past due amounts.
Internet access is available in the Facility as a convenience for Members and their guests. Service interruptions, if they occur, will be handled as promptly as possible. TGS is not responsible, and You agree to hold TGS harmless, for any data, business or other losses resulting from interruption in internet service. You are responsible for protecting Your computer, tablets, phones, all other devices and data from electrical surges, theft, virus, or other malicious attack.
Member shall access TGS’ internet network using only the Member’s only password. Each Member’s guest will have internet access using a guest login password. Members shall not provide guests with the Member only password. You agree not to use the Internet service, any TGS or TGS related network or website for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to TGS’s business, reputation, employees, subscribers, facilities, or to any other person. TGS may update, modify, or institute additional Internet usage policies from time to time, and shall make such updated, modified of additional policies available for Members’ review. Members shall be responsible for abiding by all such policies.
If TGS suspects a violation of its internet usage policies by You, TGS will investigate and, if a violation is confirmed, immediately deactivate Your access to Internet service in the Facility without notice, and cooperate with law enforcement authorities, as applicable, to seek a resolution, which may include legal action against You. You agree to reasonably cooperate with TGS in investigating suspected violations.
Rights to Publicity; Required Disclosure
You hereby grant TGS and its program partner, SheaMoisture (and each party’s parent, affiliates and assigns), a royalty-free, fully paid up, transferable, worldwide license to, publish your name, image, company name, title, logos, marks, website, photograph, likeness and other similar details related to You and Your company in all media here now known or hereinafter invented (including but not limited to TGS and SheaMoisture owned digital and social channels); provided, however, that TGS, or SheaMoisture, shall have no obligation to publish any such information. To the extent required by law, government request, or pursuant to any legal proceeding or investigation, TGS and SheaMoisture may disclose information about You and Your participation in and use of the Services at the Club, with or without Your knowledge, and You hereby consent to such disclosure. You agree that you will not hold TGS or SheaMoisture, or each party’s parents, agents or assigns, responsible for any liability resulting from the use of Your name, image, company name, title, logos, marks, website, photograph, likeness and other similar details related to You and Your company in accordance with the terms of this Agreement.
Members are not to disclose or share information about the Club, or other members without the Club’s or such Member’s (as applicable) permission. Members are prohibited from disturbing, photographing, or soliciting others in the Club with whom they are not personally acquainted. Doing so may lead to suspension or termination of membership.
Food & Beverage
Outside food and beverage is not permitted in the Facility. Within the workspaces, TGS food and beverages may only be consumed in designated areas.
The Club management has the right to refuse entrance to any person dressed inappropriately or whose clothing is deemed offensive, in management’s discretion. “Business Smart” attire is required at all times. Short shorts, athletic shorts, tank tops, crop tops and men’s flip flops are all not permitted inside the club at any time.
Membership Access Card
Members will be provided with a mobile membership access card for access to the Facility. Members are also required to sign into the Facility by scanning their mobile access cards upon arrival. Membership access cards cannot be shared with non-members, whether within or outside of the Club. Any violation may result in suspension or termination of your Membership.
Married persons may join TGS under one Membership account. Children under the age of 21 may dine in the restaurant with a Member before 5 pm and only attend specified family events. Minors are never allowed in the workspace or at the bar area, and must at all times, be accompanied by a parent or adult guardian. Children under the age of 6 are not permitted in the club.
Members may bring up to three (3) guests with them to the Club at any time. All guests must sign in at the front desk upon arrival. Members must be present in the Club at all times while a guest is present. Any Member wishing to bring more than three (3) guests into the Club must call ahead to confirm that space is available and any necessary reservations are made. Failure to call ahead may result in some of your guests being denied access due to space restrictions. Members are responsible for ensuring their guests follow all club rules and policies. Your membership is subject to suspension or termination if Your guest(s) violate any club rule(s).
If Your membership includes, or You have upgraded to reserve, a secure locker, You agree that You will not store any illegal substances, weapons or unlawful materials in Your locker. You hereby grant TGS the right to access, Your locker for the purposes of ensuring the safety and well-being of the community, and to ensure no such items are being stored.
In addition to TGS’s other termination rights set forth in this Membership Agreement, TGS may, in its sole discretion, immediately terminate, or suspend, your Membership and the rights granted to you herein if: (i) You or Your guests engage in any of the Prohibited Activities set forth above; (ii)You, or your guest or invitee’s conduct: interferes with the operation of the Facility or the use of the Facility by other members; results in injury to any person or damage to property; injures or threatens TGS, its staff, or other members; damages the clubs reputation or is found to be distasteful by management; (iii) You breach this Membership Agreement or fail to comply with the Members Community Code; (iv) You make negative or disparaging comments about the Club or its staff. Further, TGS reserves the right to suspend or terminate any Member from the community in its sole discretion. Any such termination of You by TGS shall be without refund of any fees paid by You, and shall be in addition to all other rights that TGS may have against You at law or in equity.
Upon expiration or termination of Your Membership, You agree to immediately remove any and all of Your personal property from the Facility and vacate the Facility. Any continued occupancy of the Facility by You will be considered trespassing. If You fail to remove Your property from the Facility upon the termination or expiration of Your membership, TGS may remove your property from the Facility and have it stored, at your expense, and provide you notice of the storage location. TGS shall not be liable to You, and You agree to hold TGS harmless for all charges and expense related to, and any damage to such property in storage. If Your property remains unclaimed thirty days after the termination or expiration of Your membership, TGS may, without any further notice, dispose of Your property without any liability or obligation to You.
Upon the expiration of Your membership for any reason, You agree to leave any designated workspace You have used in the same condition as when You originally began utilizing it, reasonable wear and tear excepted. You agree to reimburse TGS for the cost of cleaning, and/or repairing damage to, any designated workspace which you may leave in a condition other than as required in this paragraph.
Authority and Understanding
You acknowledge that You have read, understand, and agree to the terms of this Membership Agreement and the Members Community Code. You hereby represent and warrant that You are 18 years of age, or older, and have all requisite legal power and authority to enter into this Membership Agreement and abide by the terms and conditions of this Membership Agreement and Members Community Code and no further authorization or approval is necessary.
TGS carries liability and property insurance for the Facility and TGS-owned property. While not required, TGS strongly suggests that you maintain insurance on Your own equipment and personal property used at the Facility.
THE FACILITY, FURNISHINGS, EQUIPMENT AND SERVICES ASSOCIATED WITH THIS MEMBERSHIP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TGS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TGS OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE PAST, PRESENT AND FUTURE SHAREHOLDERS, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS (THE “TGS PARTIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT OR THE ACTS OF THE OTHER MEMBERS OF TGS, INCLUDING, WITHOUT LIMITATION, ANY BODILY INJURY, DEATH OR PROPERTY DAMAGE, EVEN IF TGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE TGS PARTIES TO YOU, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE FACILITY, MATERIALS, EQUIPMENT OR SERVICES CONTEMPLATED BY THIS MEMBERSHIP AGREEMENT SHALL NOT EXCEED THE MEMBERSHIP PAYMENTS ACTUALLY PAID BY YOU TO TGS DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION OUT OF WHICH SUCH
You agree to defend, indemnify and hold harmless the TGS Parties from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorney’s fees), judgments, fines and penalties based upon or arising out of or related to Your (or Your guest’s) activities at the Facility, including, without limitation, any actual or threatened suit, demand or claim arising out of or relating to Your use (or Your guest’s use) of the Facility, Your violation of this Membership Agreement, Your (or Your guest’s) violation of the Members Community Code or any damage or injury that You or Your guest cause. Your indemnification obligations survive expiration or termination of this Membership Agreement.
This Membership Agreement and the rights and obligations hereunder may not be assigned, delegated, or transferred by You by intentional act, operation of law or otherwise. This Membership Agreement and the rights and obligations hereunder shall be freely assignable by TGS, without Your consent.
Waiver or Modification
Any waiver by TGS of Your breach of any provision of this Membership Agreement shall not operate as, or be construed to be, a waiver of any other breach of such provision, or any other provision, of this Membership Agreement. The failure to insist on strict adherence to any term of this Membership Agreement or the Members Community Code on one or more occasions shall not be considered a waiver or deprive TGS of the right thereafter to insist on strict adherence to that term or any other term of this Membership Agreement and the Members Community Code. This Membership Agreement may not be modified or amended by You. This Membership Agreement may be changed, amended or modified by TGS at any time and such change, modification or amendment shall be provided to You by publishing on TGS’s website. There may be times when TGS provides You with written notice of such change, amendment or modification, however, TGS has no obligation to provide such written notice. Your continued use of the Club after such change, amendment or modification is published, or after Your receipt of notice (if applicable), shall be deemed to be Your acceptance of such change, amendment or modification.
Choice of Law Venue
This Membership Agreement will be governed by, construed and enforced in accordance with the laws of the State of Georgia, without regard to Georgia’s conflicts of law rules. You hereby submit to the exclusive jurisdiction of the Federal and State courts situated in Fulton County, Georgia for the resolution of any dispute which may arise between You and the Club, regardless of which Facility(ies) Your membership applies. You agree that You will not contest such jurisdiction on the theory that it is inconvenient, or for any other reason.
All notices given under this Membership Agreement shall be given to the other party in writing and shall be addressed to the most recent address such party has for the other and shall be delivered via facsimile, electronic mail, in person, or via US Mail or other recognized common carrier (such as FedEx, DHL or UPS). If notice is given by US mail, notice shall be deemed given upon the earlier of actual receipt or 3 business days after the same was posted. If by electronic mail or facsimile, on the day such notice was sent. If by other carrier sent via overnight delivery, on the next business day after such notice was sent.
In the event that any provision or portion of this Membership Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, such illegal or invalid provision is hereby deemed stricken and the remaining provisions of this Membership Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
This Membership Agreement, together with your membership application and Members Community Code contains the entire understanding of TGS and You relating to Your Membership and supersedes all other prior written or oral communications, agreements, understandings or arrangements between TGS and You relating to the subject matter hereof.
You acknowledge that You have read this Membership Agreement carefully and agree that the submission of Your membership application for membership consideration is deemed Your express agreement to the terms contained herein.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into between you, as a member of The Gathering Spot (“Other Party”) and The Gathering Spot, LLC. (the “Company”) as of the signing date (the “Effective Date”), to protect the confidentiality of certain confidential information of Other Party or of the Company to be disclosed under this Agreement solely for use in evaluating or pursuing a business relationship between the parties (the “Permitted Use”). Other Party and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
- As used herein, the “Confidential Information” of a Party shall mean, subject to Section 2, any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, mask works, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Disclosing Party, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Disclosing Party provides regarding other parties.
- Confidential Information shall include, without limitation, any and all information falling within the definition of Confidential Information, whether it is embodied in tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), or is disclosed orally or visually, and whether or not it is identified as confidential at the time of disclosure, or in the case of tangible material, whether or not it is labeled as “Confidential” or bears any legends to that effect.
- Subject to Section 4, each Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the other Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Each party shall only permit access to Confidential Information of the other Party to those of its employees or authorized representatives having a need to know for purposes of the Permitted Use and who have signed confidentiality agreements related hereto or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein and applicable to the Confidential Information contained herein.
- A Receiving Party shall not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such Confidential Information: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault, act, or omission of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed independently by employees or agents of the Receiving Party who had no access to Confidential Information or any derivatives thereof.
- Notwithstanding the above, a Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent the disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and uses its commercially reasonable efforts to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
- The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of any Confidential Information of the Disclosing Party.
- Upon termination or expiration of the Agreement, or upon written request of the other Party, each Party shall promptly return to the other or destroy (and certify such destruction in writing to the other Party) all documents and other tangible materials representing the other Party’s Confidential Information and all copies thereof and all derivative work product embodying any of the other Party’s Confidential Information.
- Each Party recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither Party shall make, have made, use, license, or sell for any purpose any product, service or other item using, incorporating or derived from any Confidential Information of the other Party.
- Neither Party shall reproduce the Confidential Information of the other Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Party of any Confidential Information of the other Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other Party.
- This Agreement may be terminated by either Party at any time upon ten (10) days written notice to the other Party. Each Party’s obligations under this Agreement shall survive termination of the Agreement and shall be binding upon such Party’s heirs, successors and assigns. Each Party’s obligations hereunder with respect to any disclosed Confidential Information other than trade secrets shall continue in full force and effect for five (5) years from the date of disclosure of such Confidential Information. Each Party’s obligations hereunder with respect to any disclosed Confidential Information that may be considered a trade secret shall continue in full force and effect until such trade secret falls within an exception set forth in Section 4.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and without reference to conflict of laws principles. Any disputes under this Agreement may be brought in the state and Federal courts located in the State of California and, and the parties hereby consent to the personal jurisdiction and venue of these courts. This Agreement may not be amended except by a writing signed by both parties hereto.
- Each Party acknowledges that its breach of the Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
- Neither Party shall communicate any information to the other in violation of the proprietary rights of any third party. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign the Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
- Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
- All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.