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of the State of California and the Federal laws of the United
States of America without regard to conflicts of laws
provisions thereof. The U.N. Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement.
Any action or proceeding arising from or relating to this
Agreement shall be adjudicated in the state or federal courts of
Santa Clara County, California, and the parties hereby agree to
the exclusive jurisdiction and venue of such courts. You will
not remove or export from the United States or reexport from
anywhere any part of the Software or any direct product
thereof to any country in violation of U.S. Export
Administration Regulations, or a successor thereto, or
otherwise except in compliance with and with all licenses and
approvals required under applicable export laws and
regulations including, without limitation, those of the U.S.
Department of Commerce. Any waivers or amendments of
this Agreement shall be effective only if made in writing and
signed by an authorized representative of each party. The
provisions of Sections 3, 4, 5, 6, 7 and 8 shall survive the
termination or expiration of this Agreement.