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22. Indemnification. Developer hereby covenants, on behalf of itself and its permitted <br />successors and assigns, to indemnify, hold harmless and defend the Indemnitees (defined in <br />Section 8) from and against all Claims (defined in Section 8) arising out of or in connection with <br />the actions of Developer or Developer's agents, employees, officers, representatives, contractors <br />or consultants pursuant to this Agreement; provided however, Developer shall have no <br />indemnification obligation with respect to the gross negligence or willful misconduct of any <br />Indemnitee. This Section shall survive the expiration or earlier termination of this Agreement. <br />23. Severability. If any term or provision of this Agreement or the application thereof shall, <br />to any extent, be held to be invalid or unenforceable, such term or provision shall be ineffective <br />to the extent of such invalidity or unenforceability without invalidating or rendering <br />unenforceable the remaining terms and provisions of this Agreement or the application of such <br />terms and provisions to circumstances other than those as to which it is held invalid or <br />unenforceable unless an essential purpose of this Agreement would be defeated by loss of the <br />invalid or unenforceable provision. <br />24. Entire Agreement, Amendments, Counterparts. _This Agreement contains the entire <br />understanding of the Parties with respect to the subject matter hereof and supersedes all prior and <br />contemporaneous agreements and understandings, oral and written, between the Parties with <br />respect to such subject matter. This Agreement maybe amended only by a written instrument <br />executed by the Parties or their permitted successors in interest. This Agreement may be <br />executed in multiple counterparts, each of which shall be an original and all of which together <br />shall constitute one agreement. <br />25. Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding <br />upon and inure to the benefit of the Parties and their respective successors and assigns permitted <br />pursuant to Section 20; provided however, that neither Parry shall transfer or assign any of such <br />Party's rights hereunder by operation of law or otherwise without the prior written consent of the <br />other Party, and any such transfer or assignment without such consent shall be void. Subject to <br />the immediately preceding sentence, this Agreement is not intended to benefit, and shall not run <br />to the benefit of or be enforceable by, any other person or entity other than the Parties and their <br />permitted successors and assigns. <br />26. Captions. The captions of the sections and articles of this Agreement are for convenience <br />only and are not intended to affect the interpretation or construction of the provisions hereof. <br />27. Governing Law. This Agreement shall be governed by and construed in accordance with <br />the laws of the State of California. <br />28. Developer's Representations. Developer represents and warrants to Agency as follows, <br />and Developer covenants that until the expiration or earlier termination of this Agreement, upon <br />learning of any fact or condition which would cause any of the warranties and representations in <br />this Section 28 not to be true, Developer shall immediately give written notice of such fact or <br />condition to Agency. Developer acknowledges that Agency shall rely upon Developer's <br />representations made herein notwithstanding any investigation made by or on behalf of Agency. <br />1145383-5 1 ~ <br />