11. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for an initial term of two (2) years, automatically renewing for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Auto-renewal increases lock-in risk.
Notwithstanding termination, the confidentiality obligations set forth herein shall survive for a period of five (5) years from the date of disclosure of each item of Confidential Information, except that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law.
12. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each Party consents to the personal jurisdiction of such courts.
13. Miscellaneous
Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral.
Amendments. No modification of this Agreement shall be effective unless in writing and signed by both Parties.
Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.