Reso 2013-2051 - Laserfiche WebLink

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�10 SMART �Y Gory.. Community SMARTGov Community® Subscription Agreement as set forth in this Agreement, and that such provisions form an essential basis of the bargain between the parties and do not cause this Agreement, or the remedies available hereunder, to fail of its or their essential purpose. 12.3 Assignment; Binding Effect. This Agreement may not be transferred or assigned by either party without the express written consent of the other, which will not be unreasonably withheld or delayed, except that PALADIN may, without the consent of CLIENT, assign this Agreement in its entirety to a parent, subsidiary or affiliate of PALADIN, or an acquirer of more than fifty percent (50 %) of PALADIN's outstanding voting capital stock or to a purchaser of all or substantially all of PALADIN's assets. Any purported transfer or assignment in contravention of this Section shall be null and void. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 12.4 Notices. Any notice hereunder shall be deemed properly given when delivered, if delivered in person, or sent via facsimile (with confirmation of receipt), overnight courier, certified or registered mail (postage prepaid) to CLIENT at the address listed on the first page of this Agreement or to PALADIN at: Paladin Data Systems Corporation, 19362 Powder Hill PI NE, Poulsbo, WA 98370, Fax # (360) -779- 2600. Attention Chief Operations Officer. Each party must notify the other party of any changes to its address in accordance with this Section. 12.5 Governing Law. This Agreement shall be governed and construed in accordance with applicable federal law and the laws of the State of Florida, without regard to conflicts of laws principles. The parties agree to the exclusive jurisdiction and venue of the Florida State courts serving Miami Dade County Florida, and United States federal courts. CLIENT hereby waives all defenses of lack of personal jurisdiction and forum non conveniens. 12.6 Amendment; No Waiver. Except as otherwise expressly provided herein, this Agreement may not be amended or modified and the observance of any provision of this Agreement may not be waived (either generally or any particular instance and either retroactively or prospectively) except with the written consent of the parties. No failure by either party to enforce any rights hereunder shall constitute a waiver of such right then or in the future or any other right or remedy hereunder. 12.7 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement. 12.8 Prevailing Party. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney's fees and costs in connection with such action. 12.9 Independent Contractors. The relationship of PALADIN and CLIENT established by this Agreement is that of independent contractors and nothing in this Agreement shall be construed (i) to give either party the power to direct or control the day to day activities of the other or (ii) to constitute the parties as partners, franchisees, joint venture's, co- owners or otherwise as participants in a joint or common undertaking. Further, nothing in this Agreement shall prevent PALADIN from licensing or providing SMARTGov Community or similar services to any Third Party or from engaging in any development of software or products similar in any manner to SMARTGov Community provided hereunder. 12.10 Export Compliance. CLIENT shall comply with all applicable United States and foreign laws, regulations, regulations, rules and requirements relating to license, delivery, import, export or re -export of technology or content abroad, including without limitation, the requirements under the U.S. Export Administration Act, regulations of the Bureau of Industry and Security or its successor, executive orders, and other export controls of the United States. 12.11 Invoices. The terms, provisions or conditions of any purchase order or other business form or written authorization used by CLIENT will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of PALADIN to object to those terms, provisions or conditions. 12.12 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will 'beeeenforced to Page 11 Initials — Paladin& Client