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SUB-LICENCE AGREEMENT FOR GHGENIUS
Sub-licence granted as of September 17, 2004
PLEASE READ THIS SUB-LICENCE AGREEMENT FOR THE USE OF GHGENIUS AND RELATED DOCUMENTATION CAREFULLY BEFORE PRESSING THE “I AGREE” BUTTON BELOW. BY PRESSING “I AGREE”, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS “I DISAGREE”, IN WHICH CASE YOU WILL NOT BE PERMITTED TO ACCESS AND USE GHENIUS AND RELATED DOCUMENTATION ON THIS WEBSITE.
This is a legal agreement between you (“Licensee”) and Her Majesty the Queen in Right of Canada (“Canada”) as represented by the Minister of Natural Resources Canada (“Licensor”). BY ACCESSING, DOWNLOADING, PRINTING OR USING GHGENIUS, RELATED DOCUMENTATION AND INFORMATION BEING ACCESSIBLE THROUGH THIS WEBSITE, IT MEANS THAT YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISPOSE OF ANY SUCH GHGENIUS, RELATED DOCUMENTATION AND INFORMATION AND ANY DERIVED PRODUCTS.
I WHEREAS GHGenius is used to systematically evaluate the lifecycle energy balances, and emissions of greenhouse gases and common air contaminants of existing and potential transportation fuels. The results from the evaluation can be used for a variety of uses including: comparing the environmental impacts of different fuels on a common basis, improving the environmental performance of fuels by identifying the emissions associated with each stage of the fuel production cycle and making appropriate changes to the production process, identifying shifts in environmental impacts between life cycle stages, quantifying environmental releases from the production and use of transportation fuels;
II AND WHEREAS GHGenius and Related Documentation are hereinafter referred to in this Sub -licence Agreement as “the Material”;
III AND WHEREAS the Licensee wishes to obtain the right to use the Material on terms and conditions herein contained;
IV AND WHEREAS Canada represents that it has the authority to grant the rights desired by the Licensee on the terms and conditions herein contained;
V AND WHEREAS the parties are desirous of entering into a sub-licence agreement on the basis herein set forth.
NOW THEREFORE, in consideration of the covenants contained in this Agreement, the parties agree as follows:
1.0 DEFINITIONS
1.1 “GHGenius” means the entire or any part of the Lotus 123 spreadsheet application, including all codes and scripts developed or drafted for that spreadsheet application, if any;
1.2 “Derivative Products” means any product, system, sub-system, device, component, material or software that incorporates, derives from or uses any part of GHGenius;
1.3 “Initial Holders” means the licensors who have signed a licence agreement with Canada for the use of GHGenius and Related Documentation and all other person that may have lawfull ownership title of intellectual property rights in GHGenius and LEM;
1.4 “Intellectual Property Rights” means any intellectual property right recognised by law, including any intellectual property right protected through legislation, such as that governing, but not limited to, copyright and patents;
1.5 “LEM” means the lifecycle emissions model which is the basis model for GHGenius;
1.6 "Licensor" means the Government of Canada, the Minister of Natural Resources and includes any duly authorized officers, representatives, employees and agents.
1.7 “Related Documentation” means the documents, reports and studies with respect to GHGenius posted on this website;
2.0 SUB-LICENCE GRANT
2.1 Subject to this Agreement, Canada hereby grants to the Licensee a non-exclusive, non-transferable, royalty free sub-licence to use the Material for personal purpose only.
2.2 Canada provides limited personal permission for the Licensee to use the Material. This Web site is limited in that you may not:
2.2.1 Use, download or print Material from this web site for commercial purposes such as selling, creating course packets or posting information on another Web site.
2.2.2 Make multiple copies, publish or distribute or transmit the Material of this web site for public purposes.
2.2.3 Modify, incorporate, translate, adapt, improve, further develop, manufacture in whole or in part the Material.
2.2.4 Transfer or sublicense in whole or in part, the Material or otherwise assign any rights under this Agreement to any third party without the written permission of the Licensor.
2.2.5 Change or delete propriety notices from Material downloaded or printed from Web site.
2.2.6 Post or transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material, any propriety information belonging to others or any material that could be deemed as or encourage criminal activity, give rise to civil liability or otherwise violate the law.
2.2.7 Use the Web site in a manner contrary to any applicable law.
3.0 PROTECTION OF INITIAL HOLDER(S)
3.1 The original version of GHGenius was based in part on the Lifecycle Emissions Model (LEM) developed by Dr. Mark A. Delucchi. Information on the LEM can be found at Dr. Delucchi's web site (www.its.ucd.edu/faculty/delucchi.htm).
3.2 This sub-licence is produced under licences to Canada from Levelton Consultants Ltd. and from S&T Squared Consultants Inc.
3.3 The Licensee should assume that everything see or read on this web site is copyrighted unless otherwise noted.
3.4 The Licensee should ensure that Initial Holders, the Licensor or the content originator have given their written permission to the Licensee to allow reproduction of their information as it appears on this web site.
3.5 The name of an Initial Holders shall NOT be used for any purpose without specific prior written authorization of the Initial Holders or the Licensor.
3.6 Licensee agrees that title to Intellectual Property Rights in the Material shall at all times remain with the Initial Holders or the Licensor. The Licensee shall have no right, title and interest therein or thereto except as expressly set forth in this Agreement.
3.7 The Intellectual Property Rights arising from any modification, improvement, development, adaptation or translation of any part of the GHGenius or from the manufacture of GHGenius or Derivative Products, effected by or for the Initial Holders, the Licensor or the Licensee shall be vested in the Initial Holders or the Licensor or in such person as the Initial Licensors or the Licensor shall decide.
3.8 IN NO EVENT SHALL THE INITIAL HOLDERS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION OF CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE MATERIAL OR THE USE OF THE MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
4.0 OBLIGATIONS OF THE LICENSEE
4.1 The Licensee shall be responsible for obtaining all that is required to run GHGenius.
4.2 The Licensee shall provide the Licensor with complete and accurate contact information including name, organization name, and e-mail address in order to facilitate communication of information relating to the Material.
4.3 The Licensee shall not make any statement or representation indicating that the Licensor endorses or approves any recommendation, study, report, product, service or other course of action as a result of the Licensee’s use of the Material.
5.0 MAINTENANCE AND SUPPORT
5.1 It is understood and agreed that the Licensor is under no obligation to provide support for installation, conversion, training, technical support, maintenance services, update services, notices of latent defects, or correction of defects for GHGenius.
6.0 DISCLAIMERS, WARRANTY, LIABILITY
6.1 GHGENIUS IS SUB-LICENSED ON AN "AS IS" BASIS AND THE LICENSOR MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND RESPECTING GHGENIUS AND THE MATERIAL, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO USEFULNESS, NOVELTY, SCOPE, EFFECTIVENESS, COMPLETENESS, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.
6.2 The views and opinions in this Web site are the views and opinions of the individual author(s) of the documents and do not necessarily state or reflect those of Canada and shall not imply endorsement or credibility of the service, information or product offered.
6.3 Reference herein to any specific commercial products, process, or service by trade name, trademark, manufacturer, or otherwise, does not necessarily constitute or imply its endorsement, recommendation, or favouring by Canada.
6.4 The Licensor does not ensure or warrant compatibility with past, current or future versions of your browser to access GHGenius’s website.
6.5 The Licensor shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the Licensee's use or possession of GHGenius or any contents on this web site. Canada shall not be liable in any way for loss of revenue or contracts, or any other consequential loss of any kind resulting from any defect in GHGenius.
6.6 The Licensor does not assume any legal liability or responsibility if it is determine that the use of GHGenius infringe privately owned rights.
6.7 The Licensee shall have no recourse against Canada, whether by way of any suit or action, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the Material.
6.8 THE LICENSEE SHALL DEFEND AT ITS OWN EXPENSE ANY CLAIM, SUIT OR PROCEEDINGS BROUGHT AGAINST THE LICENSEE, CANADA OR THE LICENSOR, INSOFAR AS IT ARISES FROM LICENSEE'S USE OF THE MATERIAL AND SHALL INDEMNIFY AND HOLD CANADA AND THE LICENSOR HARMLESS FROM ALL CLAIMS, DAMAGES, COSTS AND EXPENSES INCURRED OR SUFFERED BY LICENSOR ARISING FROM LICENSEE'S USE OF THE MATERIAL.
7.0 TERM
7.1 This Agreement is effective as of the date and time of acceptance (Eastern Standard Time) and shall remain in force until terminated as follows:
7.1.1 Automatically and without notice, if the Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and the breach is not corrected to the satisfaction of the Minister within ten (10) days after the Minister gives the Licensee notice in writing of the allegation of a breach.
7.1.2 Upon written notice of termination at any time, by any Party. Where the notice is sent by the Licensee, such termination shall take effect thirty (30) days after the receipt by Canada of such notice.
7.1.3 Upon mutual agreement of the parties.
7.1.4 Upon the termination for whatever reason of this Agreement, the Licensee's obligations under section 6 shall survive and the Licensee's rights under section 2 shall immediately cease.
7.2 Immediately upon the termination for whatever reason of this Agreement, the Licensee shall delete or destroy all Material acquired under this Agreement immediately and ensure that the Material contained on any media in Licensee's possession has been completely erased or otherwise destroyed.
8.0 DESTRUCTION
8.1 Prior to disposing of any media, Licensee shall ensure that any Material contained on such media has been completely erased of otherwise destroyed.
9.0 GENERAL CONDITIONS
9.1 No member of the House of Commons or the Senate shall be admitted to any share or part of this Sub-licence agreement or to benefit to arise herefrom.
9.2 No former public office holder who is not in compliance with the post-employment provisions of the Conflict of Interest and Post-Employment Code for Public Office Holders or the Values and Ethics Code for the Public Service apply, shall derive a direct benefit from this Agreement.
10.0 NOTICES
10.1 All notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or if sent by first class prepaid mail or facsimile:
To Licensor:
Natural Resources Canada
Office of Energy Efficiency
Vernel Stanciulescu
580 Booth St.
Ottawa, Ontario
K1A 0E4
To Licensee:
At the address provided upon registration on the website(s).
11.0 APPLICABLE LAW
11.1 This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of Ontario and Canada as applicable. The Parties attorn to the jurisdiction of the Superior Court of the Province of Ontario.
12.0 ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement may only be amended in writing, signed by both parties, which expressly states the intention to amend this Agreement.
13.0 DISPUTE RESOLUTION
13.1 If a dispute arises concerning this Agreement, the parties shall attempt to resolve the matter first, by negotiation; second, by mediation by a mutually acceptable mediator; and, failing these, the dispute shall be finally settled by binding arbitration in accordance with the rules of the Commercial Arbitration Act (Canada), and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the matter.
Sub-licence granted as of September 17, 2004
PLEASE READ THIS SUB-LICENCE AGREEMENT FOR THE USE OF GHGENIUS AND RELATED DOCUMENTATION CAREFULLY BEFORE PRESSING THE “I AGREE” BUTTON BELOW. BY PRESSING “I AGREE”, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS “I DISAGREE”, IN WHICH CASE YOU WILL NOT BE PERMITTED TO ACCESS AND USE GHENIUS AND RELATED DOCUMENTATION ON THIS WEBSITE.
This is a legal agreement between you (“Licensee”) and Her Majesty the Queen in Right of Canada (“Canada”) as represented by the Minister of Natural Resources Canada (“Licensor”). BY ACCESSING, DOWNLOADING, PRINTING OR USING GHGENIUS, RELATED DOCUMENTATION AND INFORMATION BEING ACCESSIBLE THROUGH THIS WEBSITE, IT MEANS THAT YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISPOSE OF ANY SUCH GHGENIUS, RELATED DOCUMENTATION AND INFORMATION AND ANY DERIVED PRODUCTS.
I WHEREAS GHGenius is used to systematically evaluate the lifecycle energy balances, and emissions of greenhouse gases and common air contaminants of existing and potential transportation fuels. The results from the evaluation can be used for a variety of uses including: comparing the environmental impacts of different fuels on a common basis, improving the environmental performance of fuels by identifying the emissions associated with each stage of the fuel production cycle and making appropriate changes to the production process, identifying shifts in environmental impacts between life cycle stages, quantifying environmental releases from the production and use of transportation fuels;
II AND WHEREAS GHGenius and Related Documentation are hereinafter referred to in this Sub -licence Agreement as “the Material”;
III AND WHEREAS the Licensee wishes to obtain the right to use the Material on terms and conditions herein contained;
IV AND WHEREAS Canada represents that it has the authority to grant the rights desired by the Licensee on the terms and conditions herein contained;
V AND WHEREAS the parties are desirous of entering into a sub-licence agreement on the basis herein set forth.
NOW THEREFORE, in consideration of the covenants contained in this Agreement, the parties agree as follows:
1.0 DEFINITIONS
1.1 “GHGenius” means the entire or any part of the Lotus 123 spreadsheet application, including all codes and scripts developed or drafted for that spreadsheet application, if any;
1.2 “Derivative Products” means any product, system, sub-system, device, component, material or software that incorporates, derives from or uses any part of GHGenius;
1.3 “Initial Holders” means the licensors who have signed a licence agreement with Canada for the use of GHGenius and Related Documentation and all other person that may have lawfull ownership title of intellectual property rights in GHGenius and LEM;
1.4 “Intellectual Property Rights” means any intellectual property right recognised by law, including any intellectual property right protected through legislation, such as that governing, but not limited to, copyright and patents;
1.5 “LEM” means the lifecycle emissions model which is the basis model for GHGenius;
1.6 "Licensor" means the Government of Canada, the Minister of Natural Resources and includes any duly authorized officers, representatives, employees and agents.
1.7 “Related Documentation” means the documents, reports and studies with respect to GHGenius posted on this website;
2.0 SUB-LICENCE GRANT
2.1 Subject to this Agreement, Canada hereby grants to the Licensee a non-exclusive, non-transferable, royalty free sub-licence to use the Material for personal purpose only.
2.2 Canada provides limited personal permission for the Licensee to use the Material. This Web site is limited in that you may not:
2.2.1 Use, download or print Material from this web site for commercial purposes such as selling, creating course packets or posting information on another Web site.
2.2.2 Make multiple copies, publish or distribute or transmit the Material of this web site for public purposes.
2.2.3 Modify, incorporate, translate, adapt, improve, further develop, manufacture in whole or in part the Material.
2.2.4 Transfer or sublicense in whole or in part, the Material or otherwise assign any rights under this Agreement to any third party without the written permission of the Licensor.
2.2.5 Change or delete propriety notices from Material downloaded or printed from Web site.
2.2.6 Post or transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane material, any propriety information belonging to others or any material that could be deemed as or encourage criminal activity, give rise to civil liability or otherwise violate the law.
2.2.7 Use the Web site in a manner contrary to any applicable law.
3.0 PROTECTION OF INITIAL HOLDER(S)
3.1 The original version of GHGenius was based in part on the Lifecycle Emissions Model (LEM) developed by Dr. Mark A. Delucchi. Information on the LEM can be found at Dr. Delucchi's web site (www.its.ucd.edu/faculty/delucchi.htm).
3.2 This sub-licence is produced under licences to Canada from Levelton Consultants Ltd. and from S&T Squared Consultants Inc.
3.3 The Licensee should assume that everything see or read on this web site is copyrighted unless otherwise noted.
3.4 The Licensee should ensure that Initial Holders, the Licensor or the content originator have given their written permission to the Licensee to allow reproduction of their information as it appears on this web site.
3.5 The name of an Initial Holders shall NOT be used for any purpose without specific prior written authorization of the Initial Holders or the Licensor.
3.6 Licensee agrees that title to Intellectual Property Rights in the Material shall at all times remain with the Initial Holders or the Licensor. The Licensee shall have no right, title and interest therein or thereto except as expressly set forth in this Agreement.
3.7 The Intellectual Property Rights arising from any modification, improvement, development, adaptation or translation of any part of the GHGenius or from the manufacture of GHGenius or Derivative Products, effected by or for the Initial Holders, the Licensor or the Licensee shall be vested in the Initial Holders or the Licensor or in such person as the Initial Licensors or the Licensor shall decide.
3.8 IN NO EVENT SHALL THE INITIAL HOLDERS BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION OF CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE MATERIAL OR THE USE OF THE MATERIAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
4.0 OBLIGATIONS OF THE LICENSEE
4.1 The Licensee shall be responsible for obtaining all that is required to run GHGenius.
4.2 The Licensee shall provide the Licensor with complete and accurate contact information including name, organization name, and e-mail address in order to facilitate communication of information relating to the Material.
4.3 The Licensee shall not make any statement or representation indicating that the Licensor endorses or approves any recommendation, study, report, product, service or other course of action as a result of the Licensee’s use of the Material.
5.0 MAINTENANCE AND SUPPORT
5.1 It is understood and agreed that the Licensor is under no obligation to provide support for installation, conversion, training, technical support, maintenance services, update services, notices of latent defects, or correction of defects for GHGenius.
6.0 DISCLAIMERS, WARRANTY, LIABILITY
6.1 GHGENIUS IS SUB-LICENSED ON AN "AS IS" BASIS AND THE LICENSOR MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND RESPECTING GHGENIUS AND THE MATERIAL, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO USEFULNESS, NOVELTY, SCOPE, EFFECTIVENESS, COMPLETENESS, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.
6.2 The views and opinions in this Web site are the views and opinions of the individual author(s) of the documents and do not necessarily state or reflect those of Canada and shall not imply endorsement or credibility of the service, information or product offered.
6.3 Reference herein to any specific commercial products, process, or service by trade name, trademark, manufacturer, or otherwise, does not necessarily constitute or imply its endorsement, recommendation, or favouring by Canada.
6.4 The Licensor does not ensure or warrant compatibility with past, current or future versions of your browser to access GHGenius’s website.
6.5 The Licensor shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the Licensee's use or possession of GHGenius or any contents on this web site. Canada shall not be liable in any way for loss of revenue or contracts, or any other consequential loss of any kind resulting from any defect in GHGenius.
6.6 The Licensor does not assume any legal liability or responsibility if it is determine that the use of GHGenius infringe privately owned rights.
6.7 The Licensee shall have no recourse against Canada, whether by way of any suit or action, for any loss, liability, damage or cost that the Licensee may suffer or incur at any time, by reason of the Licensee's possession or use of the Material.
6.8 THE LICENSEE SHALL DEFEND AT ITS OWN EXPENSE ANY CLAIM, SUIT OR PROCEEDINGS BROUGHT AGAINST THE LICENSEE, CANADA OR THE LICENSOR, INSOFAR AS IT ARISES FROM LICENSEE'S USE OF THE MATERIAL AND SHALL INDEMNIFY AND HOLD CANADA AND THE LICENSOR HARMLESS FROM ALL CLAIMS, DAMAGES, COSTS AND EXPENSES INCURRED OR SUFFERED BY LICENSOR ARISING FROM LICENSEE'S USE OF THE MATERIAL.
7.0 TERM
7.1 This Agreement is effective as of the date and time of acceptance (Eastern Standard Time) and shall remain in force until terminated as follows:
7.1.1 Automatically and without notice, if the Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and the breach is not corrected to the satisfaction of the Minister within ten (10) days after the Minister gives the Licensee notice in writing of the allegation of a breach.
7.1.2 Upon written notice of termination at any time, by any Party. Where the notice is sent by the Licensee, such termination shall take effect thirty (30) days after the receipt by Canada of such notice.
7.1.3 Upon mutual agreement of the parties.
7.1.4 Upon the termination for whatever reason of this Agreement, the Licensee's obligations under section 6 shall survive and the Licensee's rights under section 2 shall immediately cease.
7.2 Immediately upon the termination for whatever reason of this Agreement, the Licensee shall delete or destroy all Material acquired under this Agreement immediately and ensure that the Material contained on any media in Licensee's possession has been completely erased or otherwise destroyed.
8.0 DESTRUCTION
8.1 Prior to disposing of any media, Licensee shall ensure that any Material contained on such media has been completely erased of otherwise destroyed.
9.0 GENERAL CONDITIONS
9.1 No member of the House of Commons or the Senate shall be admitted to any share or part of this Sub-licence agreement or to benefit to arise herefrom.
9.2 No former public office holder who is not in compliance with the post-employment provisions of the Conflict of Interest and Post-Employment Code for Public Office Holders or the Values and Ethics Code for the Public Service apply, shall derive a direct benefit from this Agreement.
10.0 NOTICES
10.1 All notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or if sent by first class prepaid mail or facsimile:
To Licensor:
Natural Resources Canada
Office of Energy Efficiency
Vernel Stanciulescu
580 Booth St.
Ottawa, Ontario
K1A 0E4
To Licensee:
At the address provided upon registration on the website(s).
11.0 APPLICABLE LAW
11.1 This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of Ontario and Canada as applicable. The Parties attorn to the jurisdiction of the Superior Court of the Province of Ontario.
12.0 ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter. This Agreement may only be amended in writing, signed by both parties, which expressly states the intention to amend this Agreement.
13.0 DISPUTE RESOLUTION
13.1 If a dispute arises concerning this Agreement, the parties shall attempt to resolve the matter first, by negotiation; second, by mediation by a mutually acceptable mediator; and, failing these, the dispute shall be finally settled by binding arbitration in accordance with the rules of the Commercial Arbitration Act (Canada), and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction over the matter.