Nautilus 2009 Annual Report Download - page 225

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ACTUALLY PAID BY BUYER TO NAUTILUS DURING THE TWELVE MONTH TIME PERIOD IMMEDIATELY
PRECEEDING THE DATE A CLAIM IS MADE AGAINST NAUTILUS BY BUYER.
14.
Export Restrictions.
Buyer agrees to comply with all applicable international and national laws that apply to products, including U.S.
Export Administration Regulations, as well as End-User, End-Use and Destination restrictions issued by the United States and other
governments. Nothing in the preceding sentence shall be construed to grant Buyer any rights in any manner for any purpose not
expressly recited by this License.
15.
Court and Law
.
This Agreement shall be interpreted in accordance with and governed by the substantive and procedural laws of the
State of Washington, without regard to its choice-of-law principles. The parties hereby irrevocably consent to the exclusive jurisdiction
of the courts of the State of Washington, Clark County, or of a U.S. District Court for the Western District of Washington, USA in
connection with any dispute relating to this License Agreement and/or to any alleged breach of this License Agreement. Each party
hereby irrevocably waives any objection that the party may now or hereafter have regarding this choice of forum.
16.
Successors and Assigns
.
16.1.
This Agreement may be assigned in its entirety to an assignee that is not a Competitor so long as (i) the assignee agrees to all
the terms of this Agreement in writing to Nautilus, (ii) the assignor is not in material breach at the time of assignment, and
(iii) the parties are not in dispute resolution or litigation at the time of assignment.
16.2. The Agreement may be assigned to an assignee that is a Competitor so long as (i) the assignee agrees to all the terms of this
Agreement and the below amendments, in writing to Nautilus, (ii) the assignor is not in breach at the time of assignment, and
(iii) the parties are not in dispute resolution or litigation at the time of assignment. Upon assignment to a Competitor, the
Agreement shall be modified as follows:
16.2.1.
The licenses to the Nautilus Marks shall terminate;
16.2.2.
The licenses to the Commercial Marks shall terminate if those Marks are not yet assigned to Buyer;