Resolution 9800 - Laserfiche WebLink

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10. NO THIRD -PARTY BENEFICIARIES. This Agreement is made for the sole benefit of the Parties and those persons and entities released in Section 4(A.) of this Agreement. Thus, except for the Parties and those released in Section 4(A.) of this Agreement, no other person or entity not described herein shall have any rights, remedies, or privileges whatsoever under or by reason of this Agreement, either as a third -party beneficiary or otherwise. 11. WAIVER. No waiver of any of the terms and provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other term or provision, nor shall any waiver constitute a continuing waiver. No waiver of any breach or default hereunder shall be considered valid and binding unless in writing and signed by an authorized representative of the Party consenting to and giving such waiver; and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. Further, any failure to enforce any terms or conditions of this Agreement by a Party shall not constitute a waiver of any right to assert any of the terms and conditions of this Agreement. 12. MODIFICATION. This Agreement or any provision thereof may only be modified or amended by an agreement in writing and signed by an authorized representative of the Parties hereto. The Parties will execute all further and additional documents as shall be reasonable and necessary to carry out the provisions and terms of this Agreement. 13. DRAFTING. Each Party has participated, cooperated, or contributed to the drafting and preparation of this Agreement. The Parties agree that this Agreement was negotiated and drafted jointly by the Parties and that no inferences or presumptions regarding the interpretation of this Agreement shall be drawn or made by or against a Party as the author of this Agreement. This Agreement shall not be construed for or against any Party but shall be construed fairly, according to its plain meaning. 14. SEVERABILITY. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules, and regulations. The Parties agree that if any of the provisions or terms of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be declared or held to be invalid or unenforceable such determination shall not affect any of the other provisions or terms hereof, and such remaining provisions and terms shall remain in full force and effect, and only that provision, term or portion thereof shall be deemed omitted or severed from this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision or term had never been contained herein; provided, however, that it shall be construed in such a matter so as to enable the Parties to obtain a practical realization of all benefits contemplated to be acquired by them hereunder. 15. EXECUTION IN COUNTERPARTS. This Agreement may be executed simultaneously or in counterparts and when each Party has signed and delivered at least one counterpart, each counterpart shall be deemed an original and, when taken together with other signed counterparts, shall constitute one and the same agreement, which shall be binding and effective as to all Parties thereto. The Parties hereto agree that they may use an electronic record to make, transmit, and keep this Agreement. An Agreement containing the signature of a Party is binding on that Party once said C