Common use of Miscellaneous Clause in Contracts

Miscellaneous. 15.1 Licensee shall keep confidential and shall not disclose to any other person or entity other than to its officers and employees, or to its respective lawyers and accountants on a must-know basis, the material terms and provisions of this Agreement except as may be required in connection with judicial or official filings or except as may be required under applicable law. 15.2 Licensee is not entitled to transfer or assign any contractual rights or obligations and/or the entire Agreement to third parties without Licensor’s prior written consent, such consent not unreasonably being withheld. In any case Licensor hereby reserves all rights of offset, counterclaim or any other plea or defence which may have occurred against Licensee hereunder prior to or after such assignment, all of which may be asserted against the new creditor. The provisions of § 354a HGB remain unaffected. 15.3 This Agreement represents the entire understanding on the subject matter of this Agreement and supersedes all prior understandings between the parties hereto relating to the subject matter herein. There are no oral supplements to this Agreement. 15.4 Conclusion, modifications, amendments and cancellation of this Agreement shall be made in writing. This also applies for the cancellation of this provision. “In writing” for purposes of this Agreement shall mean that the parties shall exchange at least a scan of the complete Agreement with handwritten signatures by means of telecommunication. Notwithstanding the foregoing, each party remains entitled to request a hardcopy of the original Agreement with handwritten signatures at any time, even after conclusion of this Agreement.