14. CHANGES IN WORK.
No change will be made to the scope of work unless Buyer and Cynomatic agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts Cynomatic’ obligations or performance under this Agreement, Cynomatic may request a change order for an equitable adjustment in the price and time of performance.
15. NON-WAIVER.
Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.
16. MODIFICATION OF TERMS.
This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.
17. ASSIGNMENT.
Neither party may assign all or part of this Agreement, or any rights or obligations under this Agreement, without the prior written consent of the other; but either party may assign its rights and obligations, without recourse or consent, to any parent, wholly owned subsidiary, or affiliate or affiliate’s successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a party’s assets). However, Buyer shall not assign this
Agreement to: a competitor of Cynomatic; an entity in litigation with Cynomatic; or an entity lacking the financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. Cynomatic may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer’s consent.
18. APPLICABLE LAW AND JURISDICTION.
This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or provincial court of competent jurisdiction located in a province in which either Buyer or Cynomatic maintains its principal place of
business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.