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<br /> <br />-3- <br />11. Governing Law. This Agreement shall be governed and construed in accordance <br />with the laws of the State of Indiana without reference to its conflict of laws <br />principles. <br />12. Default. In the event of the breach of any term or condition of this Agreement by <br />either Party which continues uncured for a period of thirty (30) days after written <br />notice thereof by the other Party, the Party to whom performance is owed shall have <br />the right to declare the other Party to be in default hereunder and pursue any and all <br />available legal and equitable remedies. The prevailing Party in any litigation <br />between the Parties shall be entitled to recover costs and reasonable attorneys’ fees. <br />13. Notices. All notices required or permitted to be given hereunder shall be effective <br />when personally delivered to an executive officer of the Party or three (3) days after <br />deposit in the United States Mail, correct postage prepaid for certified mailing, <br />return receipt requested and addressed to the Party at the address listed below, or <br />such other address as that Party may designate from time to time. <br />14. No Waiver. Neither the failure nor any delay on the part of a Party to exercise any <br />right, remedy, power or privilege under this Agreement shall operate as a waiver <br />thereof, nor shall any single or partial exercise of any right, remedy, power or <br />privilege preclude any other or further exercise of the same or of any right, remedy, <br />power or privilege, nor shall any waiver of any right, remedy, power or privilege <br />with respect to any occurrence be construed as a waiver of such right, remedy, <br />power or privilege with respect to any other occurrence. No waiver shall be <br />effective unless it is in writing and is signed by the Party asserted to have granted <br />such waiver. <br />15. Severability. If any term or provision of this Agreement is held by a court of <br />competent jurisdiction to be invalid, void, or unenforceable, the remaining terms <br />and provisions of this Agreement shall continue in full force and effect unless <br />amended or modified by mutual consent of the Parties. <br />16. Modifications. This Agreement shall not be modified except by a written <br />instrument signed by the Parties. <br />17. Authority. The individuals executing this Agreement on behalf of the Parties each <br />represent under oath that they are duly authorized to do so by the governing body <br />of such Party, and that all necessary action to create and grant such authority has <br />been taken and done. <br />18. Counterparts. This Agreement may be executed in separate counterparts, each of <br />which when so executed shall be an original, but all of which together shall <br />constitute one and the same instrument. Any electronically transmitted version of <br />a manually executed original shall be deemed a manually executed original. <br />19. Cooperation. Each Party shall, at no additional cost to the other Party, cooperate <br />with the other and its authorized representatives with regard to any reasonable <br />requests made subsequent to execution of this Agreement to correct any clerical <br />errors contained in this Agreement and to provide any and all additional <br />documentation deemed necessary to effectuate the transaction contemplated by this <br />Agreement. Each Party further agrees that the term “cooperate,” as used in this <br />Agreement, includes agreeing to execute or re-execute any documents that the <br />Parties reasonably deem necessary or desirable to carry out the intent of this