Reso 2011-1709 - Laserfiche WebLink

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(b) by either party if there has been a material default or breach on the part of the other party in any of its representations. warranties. covenants or obligations contained in this Agreement and such def:'udt or breach is not cured within thilty (30) days following written notice from the non-breaching party: 8.3 Obligations Upon Termination. Upon any termination of this Agreement. the following shall apply: (a) The palties shall remain responsible for any payments that have become due and owing as of the effective date oftennination. (b) The provisions of Atticles 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 palty, by operation of law or othenvise. without the written consent of the other pmty; 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 Grani.cus, Inc.'s operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns. 9.2 Amendment and Waiver. This Agreement may be amended, modified. \vaived 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 party 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 palty of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies or any other rights or remedies granted by any law or any other document. 9.3 Governing Law, The laws of the State of 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 Agrecment shall be interpreted so that it is valid under applicable la~.v. 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 val id in other jurisdictions. 9.5 Counterpalts. This Agreement may be executed in two or more counterparts. each of which shall constitute an original, but all of\vhich, when taken together, shall constitute one and the same instrument. 9.6 Entire Ag.reement. This 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