Reso 2008-1310 - Laserfiche WebLink

Home Browse Search

(b) by either palty if there has been a material defau It or breach on the part of the other party in any of its representations, warranties, covenants or obligations contained in this Agreement and such default or breach is not cured within thil1y (30) days following written notice from the non-breaching pal1y: 8.3 Obligations Upon Termination. Upon any termination of this Agreement. the following shall apply: (a) The parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. (b) The provisions of Articles 6 and 7 hereof (together with all other provisions that reasonably may be interpreted as surviving termination of this Agreement) shall survive termination of this Agreement and continue in full force and effect. 9. MISCELLANEOUS. 9.1 Assignment: Successors and Assigns. Neither this Agreement nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written consent of the other pal1y: provided, however, that, without the consent of the Client, Granicus, Inc. may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of the assets or business relating to the portion of the Granicus, Inc.'s operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the pal1ies hereto and their heirs, legal representatives, successors and permitted assigns. 9.2 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. No failure or delay by either pal1y in exercising any right or remedy under this Agreement shall waive any provision of this Agreement nor shall any single or partial exercise by either party of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remed ies or any other rights or remed ies granted by any law or any other document. 9.3 Governing Law. The laws or the State or Florida shall govern the validity, construction, and performance of this Agreement, without regard to the conflict of laws provisions of any jurisdictions. 9.4 Construction. Wherever possible, each provIsIon of this Agreement shall be interpreted so that it is valid under applicable la~. If any provision of this Agreement is to any extent invalid under applicable law in any jurisdiction, that provision shall still be effective to the extent it remains valid. The remainder of this Agreement also shall continue to be valid, and the entire Agreement shall continue to be valid in other jurisdictions. 9.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. 9.6 Entire Agreement. Th is Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writing, and understandings among the parties hereto concerning the matters in this Agreement. 6 Version 3.9.8