Reso 2025-3814 - Laserfiche WebLink

Home Browse Search

Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 Each party shall exercise reasonable commercial care in protecting the confidentiality of the other party's confidential information disclosed to it. The parties agree that an actual or threatened breach of this provision would result in irreparable harm to the party whose confidential information would be disclosed in breach, and shall entitle that party to temporary or permanent injunctive relief without proof of actual damages. Section 10 MISCELLANEOUS 10.1 ASSIGNMENT This Agreement shall be binding on the parties, their successors and their permitted assigns. PayByPhone may not assign its rights or obligations under this Agreement without prior written consent from the City Manager. 10.2 AMENDMENT All amendments to this Agreement shall be in writing. In the event Client wishes to add new Parking Locations in addition to the Initial Parking Locations (the "Additional Parking Locations") or to add parking spaces to an existing Parking Location, the amendment will be effective against both parties if it is in the form of email between implementation personnel of the parties and, effective the date of such email, the Appendix A will be read to include these Additional Parking Locations or parking spaces. 10.3 SURVIVAL The confidentiality, intellectual property and indemnification obligations in this Agreement and any other terms that by reasonable implication contemplate continued performance, shall survive the expiry or termination of this Agreement. 10.4 NO AGENCY Each party, in all matters relating to this Agreement, will act as an independent contractor and independent employers. Except as otherwise expressly set forth herein, neither party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an agent, employee or in any other capacity. Except as otherwise expressly set forth herein, nothing in this Agreement shall be construed to have established any agency, joint venture or partnership between the parties. Neither party shall make any warranties or representations on behalf of the other party. 10.5 GOVERNING LAw This Agreement, and all matters relating hereto, shall be governed in all respects by the laws of the State of Florida, excluding the application of any conflict of laws principles and/or rules. The parties hereby agree that all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of and venue in the competent courts located in State of Florida, and consent to the personal and exclusive jurisdiction and venue of these courts. 10.6 SEVERABILITY In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 10.7 ATTORNEY'S FEES In any legal proceeding between the parties, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses. 10.8 FORCE MAJEURE If performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. 10.9 ENTIRE AGREEMENT PBP_Service Agreement_Template_NA_V9.9_ 20250116 P a g e 19