13 Startup adVANce | Cooperation Agreement other Party expressly or implicitly, within fourteen (14) days after receiving a corresponding formal notice by the other Party. 3.19 Miscellaneous 3.19.1 Within the framework of its commercial dealings with Daimler, the Startup is obligated to desist from all practices which may lead to penal liability due to fraud (Betrug) or embezzlement (Untreue), insolvency crimes (Insolvenzstraftaten), crimes in violation of competition (Straftaten gegen den Wettbewerb), guaranteeing advantages (Vorteilsgewährung), acceptance of advantages (Vorteilsannahme), bribery (Bestechung), acceptance of bribes (Bestechlichkeit) or similar crimes on the part of persons employed or retained by the Startup or other third parties. In the event of a violation of the above, Daimler has the right to immediately withdraw from, or terminate, all legal transactions existing with the Startup and the right to cancel all negotiations. Notwithstanding the above, the Startup is obligated to adhere to all laws and regulations applicable to both itself and the commercial relationship with Daimler. 3.19.2 Any amendment of, or supplement to, this Agreement (including its annexes) must be in writing to be valid (unless otherwise agreed herein). This also applies to the revocation of this requirement of written form. 3.19.3 Should a provision of this Agreement be or become invalid or unenforceable, the validity of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be replaced or supplemented by a legally valid arrangement which is consistent with the intentions of the Parties or what would have been the intention of the Parties if they had recognized the invalidity or unenforceability, as the case may be. The same applies to any contractual gaps or omissions. 3.19.4 This Agreement (together with the Startup adVANce T&Cs) constitutes the entire agreement between the Parties with regard to its subject matters. Any other side agreements have not been made. The Parties agree that their respective general terms and conditions shall not apply regarding this Agreement, notwithstanding any references to these in an order, order processing, order confirmation or otherwise; the effectiveness of the Startup adVANce T&Cs remains unaffected. 3.19.5 No Party to this Agreement may assign or transfer this Agreement or all or any part of its rights and obligations hereunder to a third party without the prior written consent of the other Party, whether by way of singular or universal legal succession. Section 354a of the German Commercial Code (Handelsgesetzbuch; HGB) remains unaffected. 3.19.6 This Agreement will be governed by, and construed in accordance with, the laws of the Federal Republic of Germany. The rules of private international law and the Vienna Convention on the International Sale of Goods (CISG) will not apply. 3.19.7 Exclusive venue for any dispute arising out of or in connection with this Agreement will be the courts in Stuttgart, Germany. 4. Cooperation during Phase 2 (Concept Phase) 4.1 General 4.1.1 In addition to the provisions set forth in clauses 1 through 3 of this Agreement and in the relevant Sections of the Startup adVANce T&Cs, the Parties agree on the following with respect to the execution of Phase 2 (Concept Phase), specifically regarding the activities of the Startup and the development of the Concept.