19.11 Joint Effort .
Preparation of the Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. Each Party represents that it has obtained the professional advice (including legal, tax and accounting advice on Applicable Laws and regulations) as it has deemed appropriate or convenient.
19.12 Appendixes .
All appendixes, attachments, or exhibits referenced in this Agreement shall be incorporated into this Agreement by such reference and shall be deemed to be an integral part of this Agreement.
19.13 Rules of Interpretation .
In the interpretation of the Agreement, unless the context specifically otherwise requires, the following rules shall apply:
(a) words importing persons shall include firms and corporations and vice versa; (b) words importing the singular shall include the plural and vice versa; (c) the headings to the Articles or Sections are for convenience only and do not affect the interpretation of the Agreement; and
(d) all references to documents or other instruments include all amendments and replacements thereof and supplements thereto, to the extent such amendments, replacements and supplements have been incorporated into the Agreement by means of a Scope Change Order.
19.14 Communications .
Unless otherwise specified, wherever provision is made for the giving or issue of any notification, instruction, consent, approval, certificate or determination by any person, such communication shall be made in the form of a notice. The word "notify" and “notification” shall be construed accordingly.
19.15 Hiring .
If, during or within ninety (90) days after the term of this Agreement, Buyer engages any Siemens employee who has performed work under this or any other agreement between Buyer and Siemens, Buyer shall pay Siemens an amount equal to the employee's latest annual salary.
19.16 Non-waiver of Default .
Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Siemens may decline to make further shipments. If Siemens elects to continue to make shipments, Siemens’ actions shall not constitute a waiver of any default by Buyer or in any way affect Siemens’ legal remedies for any such default. Any waiver of Siemens to require strict compliance with the provisions of this contract shall be in writing and any failure of Siemens to require such strict compliance shall not be deemed a waiver of Siemens’ right to insist upon strict compliance thereafter.
19.17 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.
Version 1.1 Siemens Projects Business Standard Terms and Conditions Date: 07/01/2016
19.18 Modification of Terms.
This Agreement may only be modified by a written instrument signed by authorized representatives of both parties.
19.19 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 Siemens; an entity in litigation with Siemens; or an entity lacking the financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. Siemens may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer’s consent.
19.20 Severability.
If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.
19.21 Survival.
The articles titled “Patent and Copyright Infringement,” “Limitation of Liability,” “Confidentiality,” “Title and Risk of Loss,” “Indemnitees,” “Export / Import Compliance,” and “Nuclear” survive termination, expiration or cancellation of this Agreement.