KJK CC Legal Terms V1
  1. Assignment.  No party may assign any of its rights or delegate any of its duties or obligations under the Agreement, whether by operation of law or otherwise, without the prior written consent of each party hereto.
  2. Amendment.  This Agreement may be amended only by the written consent of the parties. No course of conduct or dealing between the parties shall be deemed to amend this Agreement.
  3. Notices.  All notices required by the Agreement must be in writing and deemed properly given when emailed to the party at the email address provided by such party.
  4. Waiver.   No failure or delay in exercising any right under any applicable Agreement shall operate as a waiver of such right, and no single or partial exercise of any such right shall preclude any other or further exercise of such right or any other right.
  5. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part shall remain in full force and effect to the extent not held invalid or unenforceable.
  6. Headings; Exhibits.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.  The recitals set forth above and exhibits attached hereto are hereby made a part of this Agreement.
  7. Governing Law.  This Agreement shall be governed by and construed under the laws of the State of [Ohio] without regard to conflicts of laws principles.
  8. Venue.  Each party hereby irrevocably submits to the exclusive jurisdiction of the [Cuyahoga County Court of Common Pleas], or to the extent available, the [U.S. District Court for the Northern District of Ohio], to resolve any dispute arising out of or relating to this Agreement and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in such court or any defense of inconvenient forum.
  9. Entire Agreement. This Agreement (including any and all exhibits hereto) constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings of the parties, whether oral or written, with respect to its subject matter.
  10. Counterparts.  This Agreement may be executed in any number of counterparts, including by facsimile or electronic signature, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.