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17.1 Successors. Client and Company are hereby bound and the successors, executors, <br />administrators, and legal representatives of Client and Company (and to the extent permitted by <br />Paragraph 17.2 the assigns of Client and Company) are hereby bound to the other party to this <br />Agreement and to the successors, executors, administrators, and legal representatives (and said <br />assigns) of such other party, in respect of all covenants, agreements, and obligations of this <br />Agreement. <br />17.2 Assignments. Neither Client nor Company may assign, sublet, or transfer any rights <br />under or interest (including, but without limitation, moneys that are due or may become due) in <br />this Agreement without the written consent of the other, except to the extent that any assignment, <br />subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary <br />in any written consent to an assignment, no assignment will release or discharge the assignor <br />from any duty or responsibility under this Agreement. <br />17.3 Beneficiaries. Unless expressly provided otherwise, nothing in this Agreement shall be <br />construed to create, impose, or give rise to any duty owed by Client or Company to any contractor, <br />subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. <br />All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and <br />exclusive benefit of Client and Company and not for the benefit of any other party. <br />18.Total Agreement. This Agreement (including any expressly incorporated attachments), <br />constitutes the entire agreement between Client and Company and supersedes all prior written <br />or oral understandings. This Agreement may only be amended, supplemented, modified, or <br />canceled by a duly executed written instrument signed by both Parties. A Party’s failure to enforce <br />any of the provisions of this Agreement at any time should not be construed to be a waiver of <br />those provisions, or in any way affect the validity of this Agreement. <br />19.Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any <br />jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision <br />of this Agreement or invalidate or render unenforceable such term or provision in any other <br />jurisdiction. Upon such determination that any term or other provision is invalid, illegal or <br />unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to <br />effect the original intent of the parties as closely as possible in a mutually acceptable manner in <br />order that the transactions contemplated hereby be consummated as originally contemplated to <br />the greatest extent possible. <br />20.Disputes; Applicable Law. This Agreement and all SOWs is to be governed by the law <br />of the state or jurisdiction in which the Project is located <br />21.Counterparts. This Agreement may be executed in counterparts, each of which is <br />deemed an original, but all of which together are deemed to be one and the same agreement. A <br />signed copy of this Agreement delivered by facsimile, portable document format (PDF), e-mail or <br />other reasonable means of electronic transmission is deemed to have the same legal effect as <br />delivery of an original signed copy of this Agreement.