7.1  Assignment. This Agreement shan bind and ~nsure to the benefit of the parties hereto and their respective heirs,  successors, and assigns; provided, howevet, that sucti assrgnment shall not reDeve efther party of Its obligations  to the ather as provided herein.   7.2.  Force MaJeure. The obligations of the respective parties shall be abated for so long as, and to the extent that,  their performance fs rendered commercially lmpraotlcable by causes and evems beyond the reasonable control  of the affected par1y, incfucllng without timHation fires, floods, at1S of God, strikes, anavailabinty or delays of  matertare or transportation, war, revolution. rnsum?Ction, acts of the public enemy. governmental regulallon or  prohibition. The party daiming abatement of obllgetion hereunder shaR reasonably notify the other of the cause  or event gMng rise to such claim9 and shall take all reasonable steps to Hmit the effect and duration of such  cause or event   7.3  Headfngs. The headings In this Agreement are for lnfonnatlon and convenience only and shall not affect the  oanstruction thereof.   7.4  Entire Agreement. This Agreement se1s forth the entire agreement betWeen eCllnfcalWorks and Customer with  respe¢t to the subject matter hereof, and no modfffoatlon. amendment, wai\ter, terminafion, or discharge of this  Agreement or any provisions hereof shall be binding upon either party unless confinned by written instrument  signed J:>y both parties.   7.5  Notices. Any notices required to be given by one party to another hereunder shall be deemed duly given when  sent in writing. postage prepaid. via certified or registered maB, With retum receipt, or delfvered by hand, and  addressed to the appropriate party at the addre$Ses above or to such other address as either party sha.D have  designated In wrlUng to the other. The specification of means for giving notice herein shall not preclude the use  of other forms of written notice when in the context of their use they provide equal or greater effective ~I  notice to the receiving party than the means specified herein.   7.7  Dispute Resolutron. tn the event of any dispute. the ~r'ties agree that the first recourse to resolutfon shaJI  be by arbitration, and that no action at law shall be taken by either party previcus to an unsuaoessful  resolUtion by arbitration. These provisions shall survive the tennination of this agreement, regardf ess, of  the cause of such tennination.  (Name - Print or Type)  tJuwf- (Name - Print or Type)  eermJcaMrorks  (CUetomer Company· Print or Type)  ltftoM  (Company - Print or Type)  ,,_,~oQ  (Date)  '  (Oate)  eCtlnicalWQ(Q Up Front Ucense Agreement Rev 4J09   7.B  Law and Severabillty. This Agreement. its validity, constructton, and effect shall be govemed by the laws of the  Commonwealth of Massachusetts. In the event that any part of this Agreement Is declared to be void or  unenforceable by a court having jurisdiction, the remalndsr of this Agreement shall continue in full force and  effect With such void or unenforceable part thereof deleted there from.   PAGE  08/11  