MicrosoftDynamicsPartnerRegistrationAgreement(ENG)(AOC ...



Microsoft Dynamics Partner Registration Agreement (PRA)This Microsoft Dynamics Partner Registration Agreement (the “Agreement”) is entered into by and between the undersigned partner (“Company”) and the contracting Microsoft Affiliate as determined in Exhibit A (“Microsoft”). This contract is applicable to: Dynamics Learning Portal (DLP), Consultants, Partner Development Center (PDC), Certified Partner For Learning Solutions (CPLS) for Microsoft Dynamics and System Integrator for Microsoft Dynamics. See table in section 3 for additional details.If you are re-enrolling for the PRA and your contact information in the table below has changed, please go to PartnerSource Business Center to update your profile. Your address for the Billing Contact in PartnerSource Business Center will be the address for notices to your company.Partner Information (to be completed only if you are signing the PRA for the first time)Name of Organization* FORMTEXT ?????Primary Contact Name* FORMTEXT ?????Title* FORMTEXT ????Company’s Principal Place of Business:Street Address* FORMTEXT ?????City* FORMTEXT ?????State/Province* FORMTEXT ?????Phone* FORMTEXT ?????Country* FORMTEXT ?????Postal Code* FORMTEXT ?????Fax* Email Address* FORMTEXT ????? FORMTEXT ?????Company URL FORMTEXT ?????MPN Account Number* FORMTEXT ?????Company to complete (as applicable). Please note that if company is part of the programs listed below, Company must ensure that its corresponding Account Numbers are included in the relevant sections.MBS Account Number FORMTEXT ?????*Mandatory fields for new PRA partnersBy signing below Company acknowledges and agrees to be bound to the terms of this Agreement. Company will receive an acceptance notice to the email address indicated above with further instructions. Once Company creates its PartnerSource Business Center account, all future notices will be sent to the Billing Contact email and mailing address that Company provides.Microsoft Company: FORMTEXT ?????Signature:Signature: FORMTEXT ?????Name:Name: FORMTEXT ?????Title:Title: FORMTEXT ?????Date: Date: FORMTEXT ?????PSBC Account number (not applicable if signing for the first time): FORMTEXT ?????Document processing instructionsIf your principal place of business is located in one of the following countries (Korea, Japan, Egypt, Russia, Turkey, Ukraine, Mexico, Venezuela):?please print two copies of this contract, sign and send them to the Microsoft contracting entity defined in Exhibit A. Microsoft will countersign and mail a fully executed original back to you.If you are signing this type of document for the first time and you are not located in one of the countries mentioned in point 1 above,?please send us an email with a scanned copy of this document, signed to the Microsoft contracting entity defined in Exhibit A. Microsoft will countersign and email a fully executed copy to you.If you are re-enrolling in this Microsoft program and using DocuSign, please disregard these instructions and proceed with signing the document online.?If you are re-enrolling in this Microsoft program and are not using DocuSign, we strongly suggest that you do. Please go to your “My messages section” on the home page of PartnerSource and start the process by clicking on the “MY CONTRACTS DUE FOR RENEWAL” tile.Note: With the exception of point 1, Microsoft does not mail physical copies of fully executed agreements back to partners. If you require an original signed agreement, please execute first via DocuSign, or via scanned signature via email (as applicable), and then contact the Microsoft contracting entity defined in Exhibit A to make your request. General Terms and Conditions1.SCOPE. This Agreement provides Company the right to obtain certain benefits described below, but only to the extent the description on page one of this Agreement and in Section 3 below accurately describes Company’s business and its interactions with Microsoft.2.MICROSOFT DYNAMICS. For purposes of this Agreement only, a Microsoft Dynamics partner means a partner that has experience with or intends to begin adapting, customizing, developing, hosting, integrating, localizing, translating or working with any of the following software products: Microsoft Dynamics AX, Microsoft Dynamics C5, Microsoft Dynamics GP, Microsoft Dynamics NAV, Microsoft Dynamics SL, and Microsoft Dynamics CRM.3.PARTNER CATEGORY. Below are the partner categorys that best describes Company’s business with Microsoft.Except for the Microsoft Partner Revenue Recognition Program, Company’s right to receive the benefits described herein does not depend on the partner category or number of partner categories applicable to Company. Microsoft reserves the right to review and verify the partner category of Company’s choice pursuant to Microsoft records. Microsoft will notify Company in case Microsoft determines that a different partner category more accurately describes the nature of the business Company pursues with Microsoft.System Integrator for Microsoft Dynamics Means a Microsoft partner who as a substantive portion of its business model (i) specializes in building computer systems intended for resale to an unrelated end user, by putting together software and/or hardware components from different vendors and whose software code development is limited to customize, to localize and/or to adapt those computer systems to the specific requirements of the end user, and (ii) derives revenue mainly from services related to custom software development and/or licensing of its intellectual property.Certified Partner For Learning Solutions (CPLS) for Microsoft Dynamics.Means a Microsoft partner who has signed a CPLS addendum to the Microsoft Partner Network Agreement (or its successor program) and focuses on Microsoft Dynamics solutions. Partner Development Center (PDC)A Partner Development Center (PDC) means a Microsoft partner who has signed an agreement with Microsoft for the delivery of non-technical training and hands-on coaching on marketing, sales, and project management to other Microsoft partners (i) active on or willing to participate in the Solution Provider Agreement (SPA) Program; or (ii) willing to develop prospective businesses with any of the Microsoft Dynamics software products.ConsultantMeans a Microsoft partner with specific expertise on Microsoft Dynamics Solutions as shown by its certifications, who charges a fee for providing advice or services to Microsoft Dynamics customers or SPA partners.Dynamics Learning Portal (DLP)Means an organization whose primary focus is to access the Dynamics Learning Portal (DLP).b.Please select the product line below that you work with. FORMCHECKBOX Dynamics AX FORMCHECKBOX Dynamics C5 FORMCHECKBOX Dynamics NAV FORMCHECKBOX Dynamics GP FORMCHECKBOX Dynamics SL FORMCHECKBOX Dynamics CRMThe selection(s) you make will determine which product line(s) you will be presented with on PartnerSource. 4.BENEFITS. Company has the right to obtain the benefits described below as long as Company maintains an active membership in the Microsoft Partner Network (MPN) with Microsoft throughout the term of this Agreement. Please mark below the benefits that Company wants to receive: FORMCHECKBOX Access to PartnerSource located at or any alternative site Microsoft may designate in its place.PartnerSource is a Microsoft proprietary web portal that Microsoft makes available to partners who focus on Microsoft Dynamics products and technology. It provides partners with information and tools designed to assist them with the delivery of Microsoft Business Solutions software to end-customers, including but not limited to access to product updates, downloads, training and marketing online materials, registration for special events and information-exchange opportunities with other partners. Company will not be able to elect this benefit if Company has a current Microsoft Solution Provider Agreement or a Microsoft CRM Software Advisor Addendum, as these programs already provide Company access to PartnerSource. PartnerSource is subject to the Microsoft Terms of Use. FORMCHECKBOX Developer and Demonstration Licenses for the Microsoft Dynamics software products Company selects below (“Dev/Demo Licenses”):Microsoft Dynamics AX FORMCHECKBOX Microsoft Dynamics C5 FORMCHECKBOX Microsoft Dynamics GP FORMCHECKBOX Microsoft Dynamics NAV FORMCHECKBOX If Company selects this option, Company may also sign the Add-on Applications Addendum for Microsoft Dynamics NAV, as this addendum allows Company to develop separate add-on applications to Microsoft Dynamics NAV. To obtain more information on this program please click here . Microsoft Dynamics SL FORMCHECKBOX Microsoft Dynamics C5 is available only in Denmark and Iceland.Dev/Demo Licenses are subject to the terms and conditions of the corresponding licensing agreement accompanying the pany will have access to Dev/Demo Licenses for certain language versions included in the communication accompanying the delivery of the media or the welcoming email. Microsoft will fulfill a media kit containing the corresponding Dev/Demo Licenses to the address indicated in the Contact Information above, including without limitation, further information on available modules and restrictions applicable to usage and external products. All the Dev/Demo Licenses Company receives under this Agreement will be restricted to a limited term of one year after activation thereof. If Company’s Microsoft Partner Network membership is still active, Company will receive an automatic renewal notice 30 days prior to the Dev/Demo License expiration date.Any developer/demonstration licenses that are made available to Company through other programs such as the Microsoft Developer Network Program (MSDN) are the copyrighted work of Microsoft and/or its suppliers and it is governed by the terms of the end user license agreement which accompanies or is included with the licensed software. Company will be unable to install any licensed software that is accompanied by or includes a license agreement, unless Company first agrees to the license agreement terms. Company will not be able to elect this benefit if you have a current Microsoft Solution Provider Agreement or a Microsoft CRM Software Advisor Addendum, as these programs already provide to you the benefits described in this section.By having access to Dev/Demo licenses via this Agreement, Company may have the ability to access discrete pieces of code aimed at facilitating Company’s development of derivative works such as preparing Localizations or Translations of the Microsoft Dynamics software listed in this section. Company’s use of Dev/Demo licenses by means of this Agreement does not allow Company to develop derivate works of any Microsoft Dynamics software for the purpose of creating Localizations or Translations. If Company intends to develop derivative works for Localization and Translation purposes, Company needs to execute a Microsoft Partner Localization and Translation License Agreement (MPLLP). Please contact your Partner Account Manager to obtain further information. For purposes of this section (i) “Localization” means any modification, addition to and/or adaptation of the software to enable or include certain features and/or functionality in the software to conform to the applicable regulatory requirements; and (ii) “Translation” means interpretation of the meaning of text in one language and the production in another language of the equivalent text that communicates the same meaning taking into account a number of factors including, without limitation, context, rules of grammar, writing conventions, expressions, accommodation for script directionality, double-byte characters, length of words and phrases, idioms and the like, without changing the functionality or features of the item to be translated. FORMCHECKBOX Microsoft Dynamics Partner Revenue Recognition Program.Depending on the partner category Company falls into, Company may be eligible to participate in the Microsoft Partner Revenue Recognition Program. As a participating partner, Company will be able to register its sales and allow Microsoft to measure Company’s impact on the Microsoft Dynamics business for recognition purposes. Nothing in this agreement is a guarantee that Company will qualify for or be entitled to obtain the benefits described in the Microsoft Dynamics Partner Revenue Recognition Program. Please visit to view instructions on how to register indirect Dynamics customers and obtain further information about eligibility criteria?for the Microsoft Dynamics Partner Revenue Recognition Program. Please note Company is already eligible for the Microsoft Dynamics Partner Revenue Recognition Program if Company is a party to the Microsoft Solution Provider Agreement or the Microsoft CRM Software Advisor Addendum.If Company meets the eligibility criteria set forth on page one and in section 3, Microsoft will accept this Agreement and send Company a welcoming email to the email address indicated above, including Company’s Registration Keys to access PartnerSource and further instructions on setting up Company’s account in Microsoft internal systems (if applicable).5.MICROSOFT PARTNER REVENUE RECOGNITION PROGRAM. If Company does not elect the Microsoft Partner Revenue Recognition Program, Company will not be eligible to obtain proper recognition pursuant to the Partner Club and the Inner Circle award programs. 6.Confidentiality. The terms and conditions of this Agreement are confidential, and any and all information identified by either party as “confidential” and/or “proprietary”, or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary ("confidential information"), will not be disclosed by the receiving party to any third party without the express consent of the other party except under the terms of this Agreement for five (5) years following the date of its disclosure. Each party may disclose the other’s confidential information to representatives or affiliates only if they have a need to know about it for purposes of the business relationship described in this Agreement. Before doing so, each party must ensure that affiliates and representatives are required to protect the confidential information on terms consistent with this Agreement and accept responsibility for each representative’s and affiliate’s use of confidential information. A “representative” is an employee, contractor, advisor or consultant of each party or one of their respective affiliates. An “affiliate” is any legal entity that each party owns, that owns a party or that is under common control with a party. “Control” and “own” mean possessing a 50%?or greater interest in an entity or the right to direct the management of the entity. These confidentiality obligations shall not apply to any information which, (i) became known to the receiving party from a source other than the disclosing party without breaching any obligation of confidentiality owed to the disclosing party, (ii) is, or becomes, available to the general public other than through a breach by the receiving party, or (iii) is developed through the independent efforts of the receiving party.7.NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NONINFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY US. 8.Limitation of Liability, Exclusions. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES LOSS OF PROFITS OR LOSS OF BUSINESS, FOR ANY MATTER RELATED TO THIS AGREEMENT, ANY SERVICES, OR ANY OTHER MATERIALS OR INFORMATION WE PROVIDE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. IN THE EVENT SERVICES OR MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED US$5.00 OR ITS EQUIVALENT IN LOCAL CURRENCY. THIS EXCLUSION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION, THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR IN THE EVENT OF FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.9.TERM AND TERMINATION. This Agreement will take effect on the date Microsoft accepts this Agreement (“effective date”) and will continue for three years from the effective date (“term”), unless terminated earlier. a. Renewal. This Agreement will renew automatically for two additional terms, on an annual basis unless either party notifies in writing to the other its intent not to renew 90 days prior to the expiration date. Notwithstanding the foregoing, if Company’s Principal Place of Business is in France, then the following applies: “This Agreement will expire one year from the effective date, unless terminated earlier pursuant to this Section 10. This Agreement will not renew and will automatically expire upon expiration of the term.”b. Termination for Convenience. Either party may terminate this Agreement at any time, without cause, upon 90 calendar days’ notice. If this Agreement is terminated as described in this section, neither party will be responsible to the other for any costs or damages that are a direct result of the termination. c. Termination for Breach. Either party may terminate this Agreement immediately if the other party is in material breach or default of any obligation that is not cured within 30 calendar days’ notice of such breach, including but not limited to infringement of intellectual property rights. Microsoft will immediately terminate this Agreement if Company fails to maintain its membership status in MPN. Disclosure of confidential information, misappropriation of the other party’s intellectual property, insolvency, bankruptcy or other similar proceedings, are also grounds for immediate termination.10.LANGUAGE. Microsoft offers the Partner Registration Agreement in several languages. The language version in which Company enters into this Agreement will control. If Company is in Canada, the following section applies. It is the express wish of the parties that this Agreement, and any related documents be written and signed in English. French translation: Il est de la volonté expresse des parties que le présent contrat et/ou tous les documents qui s’y rattachent soient rédigés en anglais.12. ASSIGNMENT. Company may not assign or transfer its rights or obligations under this Agreement, whether by contract or by operation of law, without Microsoft’s prior written consent. Microsoft may transfer its rights and obligations under this Agreement without Company’s consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment or transfer is void.13. Applicable law. Applicable law, jurisdiction and venue for this Agreement are identified in Exhibit B. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction. If either party begins litigation in connection with this Agreement, the substantially prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. 14. Miscellaneous. This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this Agreement must be in writing, by email, or by any other reasonable means recognized by local applicable law. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will amend this Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. Although Microsoft may call Company a “partner”, Company is an independent contractor for all purposes regarding this Agreement. At no time does either party have the power to: (a) bind the other; (b) vary or offer any additional terms, conditions, representations, warranties, or covenants made by the other; or (c) create in favor of any person any rights that the other party has not previously authorized in writing. This Agreement will not be construed as creating a partnership, joint venture, agency, or franchise relationship or any fiduciary duty between Microsoft and Company or any of its personnel. It is the express wish of the parties that this Agreement be drawn up in English. C’est la volonté exprèsse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.Exhibit A – Determination of Contracting Microsoft Affiliate and Corresponding Addresses for NoticesMicrosoft contracting entity. The Microsoft contracting entity for this Agreement is determined by Company’s Principal Place of Business identified on the first page of this Agreement. See details below:Region or CountryCompany’s Principal Place of BusinessContracting Microsoft Affiliate name and addressEmail (if applicable)Americas and Other Anguilla, Antarctica, Antigua/Barbuda, Argentina, Aruba, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, Canada, Cayman Islands, Chile, Columbia, Costa Rica, Cuba, Dominica, Dominican Republic, Ecuador, El Salvador, Falkland Islands, Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts/Nevis, Saint Lucia, Saint Pierre and Miquelon, Saint Vincent/the Grenadines, South Georgia/the South Sandwich Islands, Suriname, Trinidad/Tobago, Turks/Caicos Islands, U.S. Minor Outlying Islands, United States, Uruguay, Venezuela, Virgin Islands, British, Virgin IslandsMicrosoft CorporationAttn: Microsoft Business SolutionsOne Lone Tree RoadFargo ND 58104, USAmbsagree@AustraliaAustraliaMicrosoft Pty Ltdc/oMicrosoft Regional Sales CorporationAttn: Microsoft Dynamics Contracts Team438B Alexandra Road, #04-09/12, Block B, Alexandra TechnoparkSingapore 119968mbslques@EMEA Afghanistan, Aland Islands, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Cabo Verde, Central African Republic, Chad, Channel Islands, Comoros, C?te d'Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Congo, Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Faroe Islands, Finland, French Polynesia, Gabon, Gambia, The Gaza Strip, Georgia, Ghana, Gibraltar, Greece, Greenland, Guinea, Guinea-Bissau, Hungary, Iceland, Iraq, Ireland, Isle of Man, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Mayotte, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Palestine, Poland, Portugal, Qatar, Reunion, Romania, Russia, Rwanda, San Marino, S?o Tomé and Príncipe, Saudi Arabia, Senegal, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, St. Helena, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, Uzbekistan, Vatican City, West Bank, Western Sahara, Yemen, Zambia, and Zimbabwe.Microsoft Ireland Operations LimitedAttn: Microsoft Dynamics Contracts TeamMicrosoft Building 3Carmenhall RoadSandyford Industrial EstateDublin 18, Irelandmbscon@FranceFranceMicrosoft France SASc/oMicrosoft Ireland Operations LimitedAttn: Microsoft Dynamics Contracts TeamMicrosoft Building 3Carmenhall RoadSandyford Industrial EstateDublin 18, Irelandmbscon@GermanyGermanyMicrosoft Deutschland GmbHc/oMicrosoft Ireland Operations LimitedAttn: Microsoft Dynamics Contracts TeamMicrosoft Building 3Carmenhall RoadSandyford Industrial EstateDublin 18, Irelandmbscon@United KingdomUnited KingdomMicrosoft Limitedc/oMicrosoft Ireland Operations LimitedAttn: Microsoft Dynamics Contracts TeamMicrosoft Building 3Carmenhall RoadSandyford Industrial EstateDublin 18, Irelandmbscon@JapanMicrosoft Japan Co., Ltd.Attn: Microsoft Dynamics Operation Team (Gyomu Kanri bu)Shinagawa Grand Central Tower2-16-3 Konan, Minato-kuTokyo, Japan 108-0075mbslques@ChinaMicrosoft China Company Limitedc/o Microsoft Regional Sales CorporationAttn: Microsoft Dynamics Contracts Team438B Alexandra Road, #04-09/12, Block B, Alexandra TechnoparkSingapore 119968mbslques@Asia PacificAmerican Samoa, Bangladesh, Bhutan, British Indian Ocean Territory, Brunei, Cambodia, Christmas Island, Cocos (Keeling) Islands, Cook Islands, Fiji Islands, Guam, Heard Island/McDonald Islands, Hong Kong SAR, Indonesia, Kiribati, Korea, Laos, Macao SAR, Malaysia, Maldives, Marshall Islands, Micronesia, Myanmar, Nauru, Nepal, New Zealand, Niue, Norfolk Island, North Korea, Northern Mariana Islands, Palau, Papua New Guinea, Philippines, Pitcairn Islands, Samoa, Singapore, Solomon Islands, Sri Lanka, Taiwan, Thailand, Timor-Leste, Tokelau, Tonga, Tuvalu, Vanuatu, VietnamMicrosoft Regional Sales CorporationAttn: Microsoft Dynamics Contracts Team438B Alexandra Road, #04-09/12, Block B, Alexandra TechnoparkSingapore 119968mbslques@IndiaMicrosoft Corporation (India) Pvt LtdLevel 10, Tower C, EpitomeBuilding No. 5, DLF Cyber CityPhase 3, Gurugram 122002HaryanaExhibit B - Governing Law(a)Generally. Except as provided in section (b) below, the laws of the State of Washington govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in King County, Washington. If not, the parties consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. Company waives all defenses of lack of personal jurisdiction and forum non conveniens.(b)Other terms. If Company’s Principal Place of Business (as identified on page 1 of this Agreement) is in one of the countries or regions listed below, the corresponding provision applies and supersedes section (a) above to the extent that it is inconsistent. In each case below, Company waives all defenses of lack of personal jurisdiction and forum non conveniens.Region or CountryDetailGoverning Law and Choice of VenueEMEACompany’s Principal Place of Business is Afghanistan, Aland Islands, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan, Bahrain, Belarus, Belgium, Benin, Bosnia and Herzegovina, Botswana, Bouvet Island, Bulgaria, Burkina Faso, Burundi, Cameroon, Cabo Verde, Central African Republic, Chad, Channel Islands, Comoros, C?te d'Ivoire, Croatia, Cyprus, Czech Republic, Democratic Republic of Congo, Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Faroe Islands, FinlandFrench Polynesia, Gabon, Gambia, The Gaza Strip, Georgia, Ghana, Gibraltar, Greece, Greenland, Guinea, Guinea-Bissau, Hungary, Iceland, Iraq, Ireland, Isle of Man, Israel, Italy, Jordan, Kazakhstan, Kenya, Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Mayotte, Moldova, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Namibia, Netherlands, New Caledonia, Niger, Nigeria, Norway, Oman, Pakistan, Palestine, Poland, Portugal, Qatar, Reunion, Romania, Russia, Rwanda, San Marino, S?o Tomé and Príncipe, Saudi Arabia, Senegal, Serbia, Seychelles, Sierra Leone, Slovakia, Slovenia, Somalia, South Africa, Spain, St. Helena, Svalbard and Jan Mayen, Swaziland, Sweden, Switzerland, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom, United Kingdom, Uzbekistan, Vatican City State, West Bank, Western Sahara, Yemen, Zambia, or ZimbabweThis Agreement is governed by and construed according to the laws of Ireland. The parties consent to the jurisdiction of and venue in the Irish courts in all disputes relating to this Agreement.FranceFranceThis Agreement is governed by and construed according to the laws of France. The parties consent to the jurisdiction of and venue in the French courts in Paris, France for all disputes relating to this Agreement.GermanyGermanyThis Agreement is governed by and construed according to the laws of Germany. The parties consent to the jurisdiction of and venue in the German courts for all disputes relating to this Agreement.United KingdomUnited KingdomThis Agreement is governed by and construed in accordance with the laws of England and Wales. The parties consent to the jurisdiction of and venue in the Irish English courts in all disputes arising out of or relating to this Agreement.JapanCompany’s Principal Place of Business is in JapanThis Agreement will be construed and controlled by the laws of Japan. Company consents to exclusive original jurisdiction and venue in Tokyo District Court.Asia PacificCompany’s Principal Place of Business is in American Samoa, Bangladesh, Bhutan, British Indian Ocean Territory, Brunei Darussalam, Cambodia, Christmas Island, Cocos (Keeling) Islands, Cook Islands, Fiji, Guam, Heard Island/McDonald Islands, Hong Kong, Indonesia, Kiribati, Laos, Macao, Malaysia, Maldives, Marshall Islands, Micronesia, Myanmar, Nauru, Nepal, New Zealand, Niue, Norfolk Island, North Korea, Northern Mariana Islands, Palau, Papua New Guinea, Philippines, Pitcairn Islands, Samoa, Singapore, Solomon Islands, Sri Lanka, Thailand, Timor-Leste, Tokelau, Tonga, Tuvalu, Vanuatu or VietnamThis Agreement is construed and controlled by the laws of pany’s Principal Place of Business is in Australia or its external territoriesThis Agreement is governed by the laws of New South Wales, Australia. Company consents to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts that have jurisdiction to hear appeals from any of those pany’s Principal Place of Business is in Brunei, Malaysia, New Zealand or Singapore Company consents to the non-exclusive jurisdiction of the Singapore pany’s Principal Place of Business is in Bangladesh, Hong Kong, Indonesia, Macao, Philippines, Sri Lanka, Thailand or VietnamAny dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by reference into this section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration will be English. The decision of the arbitrator will be final, binding and incontestable and may be used as a basis for judgment thereon in Bangladesh, Indonesia, Philippines, Sri Lanka, Thailand or Vietnam (as appropriate), or elsewhere. ChinaCompany’s Principal Place of Business is in the People’s Republic of China, the following applies. For purpose of this Agreement, the People’s Republic of China does not include Hong Kong S.A.R., Macao S.A.R., or Taiwan.The Agreement will be construed and controlled by the laws of the People’s Republic of China. Company consents to submit any dispute relating to this Agreement and any addendum to binding arbitration. The arbitration will be at the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) according to its then current rules.IndiaCompany’s Principal Place of Business is in India. This agreement shall be subject to the laws of India. In case of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, must be referred to and finally resolved by arbitration in accordance with the International Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"), which rules are deemed to be incorporated by reference into this section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration shall be English and the venue of arbitration shall be Singapore. The decision of the arbitrator shall be final and binding and incontestable and may be used as a basis for judgment thereon in India. The courts of New Delhi shall have exclusive jurisdiction to entertain any suits relating to enforcement of the award and/or for award of any interim protection.KoreaCompany’s Principal Place of Business is in Republic of KoreaThis Agreement will be construed and controlled by the laws of Republic of Korea. Company consents to the exclusive original jurisdiction and venue in the Seoul Central District Court.TaiwanCompany’s Principal Place of Business is in TaiwanThe terms of this Agreement will be construed and controlled by the laws of the Republic of China, Taiwan. The parties hereby designate the Taipei District Court as the court of first instance having jurisdiction over any disputes arising out of or in connection with this Agreement. ................
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