9.1.Non-Solicit. During the Term and for a period of twelve (12) months thereafter, the Customer will not, directly or indirectly: (A) hire or establish an independent contractor relationship with any person who, during the twelve (12) months prior to such hiring, was employed by or provided services to Acronis or any of its affiliates; or (B) influence any person who is then employed by or is providing services to Acronis or any of its affiliates to terminate his or her employment or association with Acronis or any of its affiliates. In the event the Customer breaches the provisions of this Section 9.1, the Customer agrees to pay Acronis liquidated damages, and not as a penalty, in the amount of one million five hundred thousand US and no/100 dollars (1,500,000.00 USD) to serve as compensation for lost value and replacement costs of such person.
9.2. Law and Venue. Unless the SOW states otherwise: (A) the SOW will be governed by and construed either in accordance with the laws of Switzerland without giving effect to conflict of law rules, and (B) the Parties agree that any and all causes of action between the Parties arising in relation to the SOW will be brought exclusively in the courts of Zurich 1, Switzerland.
9.3. Survival. The provisions of Sections 2, 3.4, 5.4, 5.5, 6, 7, 9, and those provisions that by their nature are intended to survive termination or expiration of the SOW will so survive.
9.4. Force Majeure. Acronis will be excused from any delays in performance of its obligations under an SOW if such a delay results from compliance with any requirement of applicable law, acts of God, fire, flood, earthquake, accident, strike, embargo, terrorist attack, war, insurrection, riot, act of civil or military authorities, public health crisis, quarantine, fuel crisis, or other causes beyond the reasonable control of Acronis. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
9.5. Independent Contractors. The Customer and Acronis acknowledge and agree that the relationship arising from any SOW does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the Parties are acting as independent contractors in making and performing any SOW.
9.6. Amendments. No amendment to any SOW will be valid unless such amendment is made in writing and is signed by the authorized representatives of the Parties.
9.7. Severability. If any provision, or portion thereof, of any SOW or these Terms is held unenforceable or invalid by a court of competent jurisdiction, the enforceability of the remaining provisions will not be affected.
9.8. Headings. The headings in these Terms and the SOW are inserted merely for the purpose of convenience and will not affect their meaning or interpretation.
9.9. Entire Agreement. Each SOW (including these Terms incorporated by reference and forming a part of it) sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter thereof.
9.10. Order of Precedence. In the event of an inconsistency between these Terms and the terms of the SOW, these Terms will control.
9.11. Waivers. No waiver under any SOW or these Terms will be binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay by either Party in exercising any right hereunder will not be deemed a waiver of that right.