Laserfiche WebLink
such Confidential Information in connection with the business relationship between the parties to which <br /> this Agreement relates, and only for that purpose; (b)advise its Representatives of the confidential nature <br /> of the Confidential Information and of the obligations set forth in this Agreement and require such <br /> Representatives to keep the Confidential Information confidential and to use it only as permitted by this <br /> Agreement; (c)keep all Confidential Information confidential by using a reasonable degree of care, but <br /> not less than the degree of care used by it in safeguarding its own confidential information; and (d) not <br /> disclose any Confidential Information received by it to any third party(except as otherwise provided for <br /> herein). Notwithstanding the foregoing, however, a party may disclose Confidential Information of the <br /> other party pursuant to any governmental,judicial, or administrative order, subpoena, discovery request, <br /> regulatory request or similar method, provided that the party proposing to make any such disclosure will <br /> promptly notify,to the extent practicable, the other party in writing of such demand for disclosure so that <br /> the other party may, at its sole expense, seek to make such disclosure subject to a protective order or <br /> other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall <br /> be responsible for any breach of this Section by any of such party's Representatives. <br /> 13. Miscellaneous. <br /> 13.1 Governing Law. This Agreement shall be construed in accordance with, and governed <br /> by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause <br /> the law of any other jurisdiction to apply. <br /> 13.2 Entire Agreement. This Agreement embodies the entire agreement and understanding <br /> of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and <br /> understandings with respect to the subject matter hereof, including without limitation any and all <br /> agreements and understandings pertaining to the use of the Subscription Materials by Agency. No <br /> representation, promise, inducement, or statement of intention has been made by any party hereto that is <br /> not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form <br /> or document of Agency,which are inconsistent with, or in addition to, the terms and conditions set forth in <br /> this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without <br /> further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically <br /> agreed to in writing by it. <br /> 13.3 Headings. The captions and other headings contained in this Agreement are for <br /> convenience only and shall not be considered a part of or affect the construction and interpretation of any <br /> provision of this Agreement. <br /> 13.4 Counterparts. This Agreement may be executed in any number of counterparts, each of <br /> which shall be deemed an original but all of which together shall constitute one and the same document. <br /> 13.5 Amendment. No amendment, modification, or supplement to this Agreement shall be <br /> binding unless it is in writing and signed by the party sought to be bound thereby. <br /> 13.6 Attorneys' Fees. If any action is brought by either party to this Agreement against the <br /> other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition <br /> to any other relief granted, reasonable attorneys'fees and expenses of litigation. <br /> 13.7 General Interpretation. The language used in this Agreement shall be deemed to be <br /> the language chosen by the parties hereto to express their mutual intent. This Agreement shall be <br /> construed without regard to any presumption or rule requiring construction against the party causing such <br /> instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under <br /> the Agreement. No rule of strict construction will be applied against any person or entity. <br /> 13.8 Notices. Any notice required by this Agreement or given in connection with it, shall be <br /> in writing and shall be given by personal delivery, by certified mail, postage prepaid, or by recognized <br /> overnight delivery service to the appropriate party at the address of such party stated on the cover sheet <br /> Copyright 2015©Lexipol, LLC 1995-2015 OHSUSA:759533362.1 Rev 3/4/15 <br /> 4 <br />