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The Baldwln Group, Inc. <br />Mayor's Court Software <br />LICENSE AGREEMENT <br />to hold the Proprietary Information in confidence; (b) shall use its best efforts to prevent <br />inadvertent or unauthorized discIosure, publication or dissemination of any Proprietary <br />information; and (c) shall not make any use of any Proprietary Information nor circulate <br />Proprietary Information in its organization, except to the extent necessary to carry out the <br />intent of this agreement. <br />12. n r 1. This Agreement sets forth the entire agreement and understanding of the parties <br />relaking to the subject matter hereof and supersedes any and all prior oral and written <br />agreements, understandings and quotations relating hereto. No waiver, alteration, <br />modif cation, or cancellation of any of the provisions of this Agreement shall be binding <br />unless made in writing and signed by duly authorized representatives of the parties. Any <br />consent by a party to, or waiver of, a breach by the other party, whether expressed or <br />implied, shall not constitute a consent to, or waiver of, or excuse for any o#her or subsequent <br />breach. All notices, consents, approvals or other insttuments permitted or required to be <br />given hereunder shall be in writing and sent by postage prepaid to the other party at its <br />address £'irst set forth above or such other address as each party may designate in writing. <br />By signing this Agreement, the respective representatives of each party acknowledge that <br />they have the power and authority to negotiate, execute and deiiver this Agreement. If any <br />provision of this Agreement is determined to be invalid or unenforceable, the remaining <br />provisions of this Agreement shall not be affected thereby and shall. continue to be binding <br />upon the parties and sha11 be enforceable as though the invalid or unenforceable provision(s) <br />were not contained therein. The parties to this Agreement shall not he responsible for any <br />failure or delay in the performance of their respective obligations hereunder caused by acts <br />of God, flood, fire, earthquake, windstorm, strikas, terrorism, or public enemies. In the <br />event of any such delay, the date of performance sha11 be deferred for a period equal to the <br />time lost by reason of delay. This Agreement will be governed by, construed and enforced <br />in accordance with the substantive law of the State of Ohio, U.S.A. I <br />13. This Agreement includes and is subject to the attached Addendum, if any, which is <br />incotporated herein by this reference. <br />14. A standard part of this mutual agreement shall be an acceptance that neither party can <br />employ or contract with a professional or other staff person employed by either entity during <br />the engagement(s) or for a period of (180) days a8er the last engagement is completed if, <br />and only if, that person is performing the same or substantially similar services as he or she <br />did for the previous employer. It is also understood by both parties that failure to foIlow the <br />acceptance guidelines as stated in the previous sentence will result in payment requirement <br />to the other party of a sum equal to the person's last three months gross pay within 15 days <br />of the happening. Any exceptions shall be made in writing by both parties. A signed copy <br />is requested for our file but acceptance of the terms and conditions will be deemed so if the <br />services of The Baldwin Group, Inc, are contracted after this document's effective date.