Agenda Packets - 2023/08/14 - Laserfiche WebLink

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7. NON -ASSIGNMENT OF CLAIMS. The Parties warrant and represent to each other that there has been no assignment of all or part of any interest in any claim, right, or cause of action that is being resolved and released herein or is in any way related to, the Released Claims. 8. ENTIRE AGREEMENT. The Parties understand and agree that this Agreement contains the entire understanding ofthe Parties. This Agreement supersedes, merges, and replaces all written and oral agreements, express or implied, previously made or contemporaneously existing between the Parties, with respect to the subject matters addressed in the Agreement. Additionally, this Agreement is offered and accepted as final, mutual, and binding upon the Parties, regardless of whether a Party later contends that either too much or too little money and/or consideration was paid or received. Each Party agrees that it has not relied upon any statement, representation, promise, guarantee, or warrantee whatsoever, express or implied, of any other Party (or any officer, agent, partner, employee, representative, or attorney for any other Party) not contained in this Agreement in deciding to and inducing them to execute this Agreement and be bound its terms and conditions. 9. CHOICE OF LAW AND FORUM. This Agreement shall constitute a contract made under the laws of the State of Minnesota, and in all respects is governed by the laws of the State of Minnesota. The language of this Agreement shall be construed as a whole according to its fair meaning. Venue and jurisdiction with respect to any dispute arising out of this Agreement shall be exclusively within the courts of the State of Minnesota. If a dispute arises between the Parties related to this Agreement, the Parties agree to use the following procedures to resolve the dispute: A. Negotiation. A meeting shall be held between representatives of the Parties with decision -making authority regarding the dispute to attempt in good faith to negotiate a resolution of any dispute involving the enforcement or interpretation of this Agreement. Such meeting shall be held within fourteen (14) calendar days of a Party's written request for such a meeting; B. Mediation. If the Parties fail to negotiate a resolution of the dispute, they shall submit the dispute to non -binding Mediation as a condition precedent to Litigation and shall bear equally the costs of the Mediation, which Mediation is to be convened within sixty (60) days of the meeting just noted in (A) above; and C. Litigation. If the Parties fail to resolve the dispute through Mediation, then a Party may elect to file Litigation. 10. NO THIRD -PARTY BENEFICIARIES. This Agreement is made for the sole benefit of the Parties to this Agreement. Thus, except for the Parties, no other person or entity shall have any rights, remedies, or privileges whatsoever under or by reason of this Agreement, either as a third - party beneficiary or otherwise. 5