1E9Ct5D

(a) This Agreement and all related documents[, and all matters arising out of orrelating to this Agreement,] are governed by, and construed in accordance with, the lawsof the State of [STATE], United States of America [(including [APPLICABLE STATECHOICE OF LAW STATUTE(S)])][, without regard to the conflict of laws provisionsthereof to the extent such principles or rules would require or permit the application ofthe laws of any jurisdiction other than those of the State of [STATE]]. [The UniformComputer Information Transactions Act does not have any application to thisAgreement.](b) Any legal suit, action or proceeding arising out of [or related to] thisAgreement or the licenses granted hereunder shall be instituted [exclusively] in thefederal courts of the United States or the courts of the State of [STATE] in each caselocated in the city of [CITY] and County of [COUNTY], and each party irrevocablysubmits to the [exclusive] jurisdiction of such courts in any such suit, action orproceeding. Service of process, summons, notice or other document by mail to suchparty's address set forth herein shall be effective service of process for any suit, action orother proceeding brought in any such court.21.13 [Waiver of Jury Trial. Each party irrevocably and unconditionally waivesany right it may have to a trial by jury in respect of any legal action arising out of orrelating to this Agreement or the transactions contemplated hereby.]21.14 Equitable Relief. Each party to this Agreement acknowledges and agreesthat (a) a breach or threatened breach by such party of any of its obligations under [thisAgreement/Section 5 (Service Availability and Service Availability Credits), Section 6(Support and Maintenance Services),Section 9 (Ownership), Section 10(Confidentiality), Section 11 (Personal Information), Section 12 (Security), Section 13(Data Backup and Disaster Recovery) or Section 19 (Software Escrow)] would give riseto irreparable harm to the other party for which monetary damages would not be anadequate remedy and (b) in the event of a breach or a threatened breach by such party ofany such obligations, the other party hereto shall, in addition to any and all other rightsand remedies that may be available to such party at law, at equity or otherwise in respectof such breach, be entitled to equitable relief, including a temporary restraining order, aninjunction, specific performance and any other relief that may be available from a courtof competent jurisdiction, without any requirement to post a bond or other security, andwithout any requirement to prove actual damages or that monetary damages will notafford an adequate remedy. Each party to this Agreement agrees that such party will notoppose or otherwise challenge the appropriateness of equitable relief or the entry by acourt of competent jurisdiction of an order granting equitable relief, in either case,consistent with the terms of this Section 21.14. [Notwithstanding the immediatelypreceding two sentences, instead of any remedies set forth under this Section 21.14, theparties intend that the Customer's right to [EXCLUSIVE REMEDY] is the exclusiveremedy for Provider's failure to [SPECIFIED BREACH].]55