Agmt 2005 Wells Fargo Bank NA - Laserfiche WebLink

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12. Attorneys' Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing party in any proceeding in connection with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and expenses. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 14. Intemretation; Captions. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 15. Time. Time is of the essence of this Agreement and of each provision hereof. l6. No Joint Venture. The relationship of the Parties is solely that of licensor and licensee, and no joint venture or other partnership exists or is created between the Parties. Neither Party assumes any fiduciary relationship hereunder to the other. 17. No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach of any of the provisions of this Agreement. 18. Amendments. This Agreement may be modified or amended only by an instrument in writing executed by the Parties. 19. Assi~mnent Prohibited. This Agreement and the rights conferred hereunder may not be assigned by operation of law or otherwise absent the express written consent of the City. Licensee hereby acknowledges that renewal of this Assignment can only occur with the mutual assent of City and Licensee, and that this Assignment shall not be construed to afford any rights or expectations in the Licensee to such renewal. 20. Counterparts. This Agreement maybe executed in multiple counterparts, each of which shall be an original, and all of which taken together shall constitute one agreement. 21. Further Assurances. The Parties each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without 3