2004-086 Resolution - Laserfiche WebLink

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? 24.General. (a) Failure of either party to insist on performance of any term or condition of this Agreement or to exercise any right hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege. (b) During the provision of services under this Agreement and for a period of six (6) months thereafter, neither party shall hire or solicit to hire employees of the ather with whom it has had contact in connection with performance hereunder. However, either party may hire employees of the other who respond to public solicitations of employment and are not otherwise solicited for hire. (c) Notices given by one party to the other under this Agreement shall be in writing and shall be delivered personally, sent by express delivery service, certified mail or frs# class U.S. mail, postage prepaid and addressed to the parties at the respective addresses set forth in this Agreement, or to such ofiher address as either party shall designate by proper notice. Notices will be deemed given as of the earlier of (i) the date of actual receipt, (ii) the next business day when nofiice is sent via express mail or personal delivery, or (iii) three (3) days after mailing in the case of first class or certified U.S. mail. (d) No third party shall have any rights under this Agreement as a third party beneficiary. (e) Cusfiomer represents that it has all requisite authority (corporate and otherwise) to enter into and perform its obligations under this Agreement. (fl The rights and remedies set forth in this Agreement shall be the parties' exc(usive remedies, regardless of the cause of action, for the breach of this Agreement. (g) Each party shall comply with all federal, state and local laws, rules f3`? and regulations applicable to its performance under this Agreement, including but not limited to the laws, rules and regulations pertaining to the export of Products. (h) If either party to this Agreement takes legal action to enforce the terms of the Agreement against the other, the losing pariy shall bear the legal fees and expenses of the prevailing pa rty. (i) This Agreement and any claims arising hereunder or related hereto, whether in contract or tort, shall be governed by the laws of Ohio, except provisions relating to confiict of laws. Any suit regarding this Agreement must be brought in a court of competent jurisdiction +n Franklin County, Ohio. (j) If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and shall be replaced by a valid and enforceable provision which so far as possible achieves the same objectives as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. (k) The terms contained in this Agreement and any attachment(s) referred to herein, which are incorporated into this Agreement by this reference, constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings, proposa(s and other communications, oral or written. Neither party shall be bound by any pre- printed terms additional to or different from those in this Agreement that may appear subsequently in the other party's form documents, purchase orders, quotations, acknowledgments, invoices or other communications. This Agreement may only be modified by a writing signed by both parties. (I) This Agreement is the joint work product of the parties and, in the event of any ambiguities, no inferences shall be drawn against either party. Epamaint/rev8/9-7-01/sm 14 .._,.-. . ,.%.?;, ., ,. , .>..