Contracts & Agreements_232-2017 - Laserfiche WebLink

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Software, the non-disclosure and non-use obligations of this Agreement will remain in full 11 No Waiver A party's failure to enforce its force with respect to each item of Confidential rights with respect to any single or continuing Information for a period of ten (10) years after breach of this Agreement will not act as a waiver Recipient's receipt of that item and provided of the right of that party to later enforce any such the public records exception continues to be rights or to enforce any other or any subsequent met- However, Customer's obligations to breach maintain both the Software and any software provided with the Software as confidential will 12 Choice of Law' Severability This survive in perpetuity Agreement will be governed by and construed under the laws of the State of Ohio, without 8. Notices All notices and other reference to the choke of laws provisions communications required or permitted under thereof If any provision of this Agreement is this Agreement must be in writing and will be illegal or unenforceable, it will be deemed deemed given when Dehered personally, stricken from the Agreement and the remaining sent by United States regisTered or certified provisions of the Agreement will remain in full mail, return receipt requested, transmitted by force and effect facsimile confirmed by United States first class mail, or sent by overnight courier 13 LIMITATIONS OF LIABILITY Notices must be sent to a party at its address shown on the first page of this Agreement or (a) LIMITED LIABILITY OF SUPERION to such other place as the party may SUPERION'S LIABILITY IN CONNECTION subsequently designate for its receipt of WITH THE IMPROVEMENTS OR ANY OTHER notices MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES THAT 9. Force Majeure Neither party will be CUSTOMER ACTUALLY PAID TO SUPERION liable to the other for any failure or delay in FOR THE IMPROVEMENTS FOR THE YEAR performan(se under this Agreement due to THAT SUCH LIABILITY ARISES circumstances beyond its reasonable control, including iscts of God, acts of war, accident, (b) EXCLUSION OF DAMAGES labor disruption, acts, omissions and defaults REGARDLESS OF WHETHER ANY REMEDY of third parties and official, governmental and SET FORTH HEREIN FAILS OF ITS judicial action not the fault of the party failing ESSENTIAL PURPOSE OR OTHERWISE, IN or delaying in performance NO EVENT WILL SUPERION BE LIABLE TO 10 Assianrnent Neither party may CUSTOMER FOR ANY SPECIAL, assign any of its rights or obligations under INCIDENTAL, OR CONSEQUENTIAL this Agreement, and any attempt at such DAMAGES, WHETHER BASED ON BREACH assignment will be void without the prior OF CONTRACT, TORT (INCLUDING written consent of the other party For NEGLIGENCE), PRODUCT LIABILITY, OR purposes of this Agreement, "assignment' will OTHERWISE, AND WHETHER OR NOT include use of the Software for benefit of any SUPERION HAS BEEN ADVISED OF THE third party to a merger, acquisition and/or POSSIBILITY OF SUCH DAMAGE other consolidation by, with or of Customer, including any new or surviving entity that (c) BASIS OF THE BARGAIN results from such merger, acquisition and/or CUSTOMER ACKNOWLEDGES THAT other consolidation However, the following SUPERION HAS SET ITS FEES AND will not be considered "assignments for ENTERED INTO THIS AGREEMENT IN purposes of this Agreement Superion's RELIANCE UPON THE LIMITATIONS OF assignment of this Agreement or of any LIABILITY AND THE DISCLAIMERS OF Superion rights under this Agreement to WARRANTIES ANIS DAMAGES SET FORTH Superion's successor by merger or IN THIS AGREEMENT, AND THAT THE SAME consolidation or to any person or entity that FORM AN ESSENTIAL BASIS OF THE acquires all or substantially all of its capital BARGAIN BETWEEN THE PARTIES stock or assets, and Superion's assignment of this Agreement to any person or entity to 14 Entire Agreement This Agreement which Superion transfers any of its rights in contains the entire understanding of the parties the Software Page 5 of 9