Salesforce.com 2010 Annual Report Download - page 126

17. General
(a) Assignment. Neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement, whether by operation
of law or otherwise, to any third party without the other party's prior written consent. This Agreement will bind and inure to the benefit of the
parties' successors and permitted assignees.
(b) Force Majeure. If the performance of this Agreement or any obligation (other than payment obligations), is prevented or restricted by any
condition beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, will be excused
from such performance to the extent of such condition.
(c) Governing Law; Venue. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its
conflicts of laws rules. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any
dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also
hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
(d) Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship
is created by this Agreement.
(e) Notices. All required or permitted notices and consents must be in writing and sent to the addressee at the address set forth above, or such address
as the parties may specify in writing from time to time, and must be delivered by personal delivery, facsimile or recognized overnight courier.
Notices shall be deemed given upon delivery.
(f) Severability. If any provision of this Agreement is adjudged invalid or unenforceable, the remaining provisions will continue in full force and
effect, and the parties agree to replace the affected provision with a valid provision that most closely approximates its intent and economic effect.
(g) No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as
expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
(h) Amendment. This Agreement may not be modified or amended except in a writing signed by both parties.
(i) Complete Agreement. This Agreement reflects the complete and final agreement between the parties, and supersedes, integrates and replaces all
prior and contemporaneous communications, negotiations and understandings, with respect to the subject matter hereof.
(j) Conflicts. In the event of any conflict between the terms of this Agreement and the attached Exhibits, the terms of the Exhibits shall control.
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