CC PACKET 12142021 - Laserfiche WebLink

Home Browse Search

Pro Suite Contract Confidential and Proprietary CentralSquare Technologies, LLC | 10 Copyright © 2020 All Rights Reserved shutdown of plant, unavailability of equipment or software from suppliers, default of a subcontractor or vendor (if such default arises out of causes beyond such party’s reasonable control), the actions or omissions of the other party or its employees or agents and/or other similar occurrences beyond the party’s reasonable control (an “Excusable Delay”). In the event of any such Excusable Delay, Delivery or performance shall be extended for a period of time as may be reasonably necessary to compensate for such delay. The party affected by an Excusable Delay hereunder, shall provide written notice to the other party of such delay as soon as reasonably possible. 8.2 Governing Law This Agreement and performance hereunder shall be governed by the law of the State of Minnesota, without giving effect to the principles of conflict of law of such state or international treaties. 8.3 Forum Selection The Parties hereby submit to the exclusive jurisdiction and venue of Minnesota state, or federal courts with respect to any action between the Parties relating to this Agreement. 8.4 Assignment This Agreement shall apply to, inure to the benefit of, and be binding upon the Parties hereto and upon their permitted successors in interest and permitted assigns. Customer may not assign, without the prior written consent of CentralSquare, which consent shall not be unreasonably withheld, Customer’s rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. 8.5 Notice Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt hereof; (ii) if mailed, 7 days after deposit in the U.S. mails, postage prepaid, certified mail, return receipt requested. All notices shall be addressed to the Parties at the addresses set forth on the first page hereof. 8.6 Survival All provisions of this Agreement relating to proprietary rights, confidentiality, non-disclosure and to payment of fees by Customer shall survive the termination of this Agreement. 8.7 No Waiver The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. 8.8 Enforceability If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement shall continue in full force and 137