This Agreement, together with the Software License Agreement, is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter herein. The terms of this Agreement and the Software License Agreement will take precedence over the terms of any purchase order from LICENSEE. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law they are to that extent to be deemed omitted. No consent waiver, modification or amendment of this Agreement shall be valid or binding unless it is in writing and signed by the party against which it is to be enforced. No failure or delay by either party in exercising any right, power or remedy available to it hereunder shall operate as a waiver of such right, power or remedy at that time or in the future. This Agreement shall be binding on the successors to the parties hereto and is governed by the laws of the Hong Kong Special Administrative Region.