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【正文】 ment shall be construed, governed, interpreted, and applied in accordance with the laws of the State of New York, ., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted. This agreement may be changed, amended, modified or extended only by a writing duly executed by the respective parties hereto. The provisions of this Research Agreement are separable, and in the event any provisions of this Research Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. SPONSOR hereby agrees to indemnify FOUNDATION for any claims or actions that are brought against FOUNDATION by third parties because of SPONSOR’S use or misuse of the reports or technology which are provided to SPONSOR in connection with this Research Agreement. of Name SPONSOR and FOUNDATION agree not to use each other’s names, or the names of any staff members or employees thereof, in advertising, sales promotion work, or in any other form of publicity except with the written permission of, and to the extent approved by the party whose name is to be used. Agreement This agreement represents and embodies all the agreements and negotiations between the parties hereto and no prior or contemporaneous, oral, or written agreements or correspondence prior to the date of execution of this agreement shall be held to vary the provisions hereof. of Precedence In the event of any inconsistency between clauses 119 of this Research Agreement, and the attached Exhibit A, the inconsistency should be resolved by giving precedence to clauses 119. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, all intending to be legally bound hereby. THE RESEARCH FOUNDATION OFSPONSOR STATE UNIVERSITY OF NEW YORK By:_______________________ By:______________________ Title:_____________________ Title:___________________ Date:______________________ Date:____________________
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