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<br />INTIME SOLUTIONS INC. <br /> <br />9. Miscellaneous. <br />9.1 Except as described below, this Agreement is the only agreement between Customer and InTime pertaining <br />to the license of the Software and InTi me IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE <br />ORDER, RFP, RFQ, CORRESPONDENCE, OR OTHERWISE UNLESS SPECIFICALLY AGREED TO IN <br />WRITING. <br /> <br />9.2 Governing Law. This Agreement is governed by the laws of the Province of British Columbia, Canada. <br />All disputes arising out of or in connection with this Agreement, shall be referred to and finally resolved by <br />arbitration or mediation under the rules of the British Columbia International Arbitration Centre. The place of <br />arbitration of mediation shall be Vancouver, British Columbia, Canada. <br /> <br />9.3 Force Majeure. Dates or times by which either party is required to perform under this Agreement, <br />excepting the payment of any fees or charges due hereunder, may be postponed to the extent that any party is <br />prevented from meeting them by causes beyond its reasonable control. <br /> <br />9.4 Non-Assignable. This License Agreement is not assignable by the Customer, and any attempted or alleged <br />assignment by Customer is void. <br /> <br />9.5 No Agency. The parties acknowledge that each is an independent contractor and nothing herein constitutes a <br />joint venture or partnership and neither party has the right to bind nor act for the other as agent or in any other <br />capacity. <br /> <br />9.6 Notice. Any notice required by this Agreement or given in connection with it, shall be in writing and shall <br />be given to the appropriate paliy by personal delivery or by certified mail, postage prepaid, or recognized overnight <br />delivery services. <br /> <br />If to InTi me: If to Customer: <br /> <br />Contracts Administrator <br />InTime Solutions Inc. <br />#700-5945 Kathleen Avenue <br />Burnaby, B.C. Canada <br />V5H 4L5 <br /> <br />9.7 Headings. The Headings used in this Agreement are provided for convenience only and shall not be used to <br />construe meaning or intent. <br /> <br />10. Escrow. <br />10.1 On Customer's written request, for the purpose of enabling the Customer to maintain, modify or correct an <br />item of Software specified in this Agreement in the event that InTi me is unable or unwilling to support that <br />software, InTime shall arrange for itself: the Customer and a trusted third party ("Escrow Agent") approved by the <br />Customer to enter into an escrow agreement with such Escrow Agent for the purpose of enabling a copy of the <br />current Source Code of that software, and its associated explanatory technical information and documentation <br />sufficient to maintain and modify Source Code ("Documentation") to be held in escrow with that Escrow Agent. <br />The terms of this Section 10 shall serve as a guideline for that escrow agreement with the Escrow Agent. <br /> <br />10.2 Costs. The costs ofthe escrow arrangement shall be borne by Customer. <br /> <br />10.3 Source Code. Source Code shall be defined as software modules in human-readable, high-level language <br />form for the Software for use with Customer's system and other documents that normally accompany company the <br />Source Code for the purposes contemplated. <br /> <br />10.4 Triggering Event. Any filing of bankruptcy, insolvency or any like event by TnTime so that InTime can no <br /> <br />ENTERPRISE SOFTWARE LICENSING AGREEMENT <br />Confidential Document <br /> <br />Page 9 of 16 <br />