Agmt 2003 Dynix Corporation - Laserfiche WebLink

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r 16. DISPUTE RESOLUTION The parties will use reasonable efforts to resolve any dispute arising out of the Agreement through a meeting of appropriate managers from each party. If the parties are unable to resolve the dispute, either party may escalate it to its executives. If an executive level meeting fails to resolve the dispute within thirty (30) days after escalation, either party may seek any available legal relief. This provision will not affect either party's right to seek injunctive or other provisional relief at any time. 17. GENERAL A. Force Majeure. A party is not liable under this Agreement for non-performance caused by events or conditions beyond that party's reasonable control, if the party makes reasonable efforts to perform. This provision does not relieve the Library of its obligation to make payments then owing. 8. Notices. All written notices required by this Agreement will be effective upon receipt. Notices communicated by electronic mail or facsimile will be deemed to be written. C. Nondiscrimination. Neither Dynix, nor any officer, agent, employee, servant or subcontractor of Dynix shall discriminate in the treatment or employment of an individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex or disability unrelated to job pertormance, either directly, indirectly or through contractual or other arrangements. D. Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor. E. Non-collusion Covenant. Dynix hereby represents and agrees that it has in noway entered into any contingent fee arrangement with any firm or person concerning the obtaining of this Agreement with the City. Dynix has received from the City no incentive or special payments, or considerations not related to the provision of automation systems and services described in this Agreement. F. Invalidity. If any provision of the Agreement is held invalid by law or regulation of any government or by any court or arbitrator, such invalidity will not affect the enforceability of other provisions. G. Survival. Rights and obligations under the Agreement which by their nature should survive will remain in effect after termination or expiration of the Agreement. H. No Waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement. 1. Modification. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. J. Section Headings. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. K. Entire Agreement. This Agreement constitutes the parties' entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations, and warranties, and prevails over any conflicting or additional terms contained in any quote, purchase order, acknowledgement, or other communication between parties relating to its subject matter during its term. City of San Leandro -Page 6 CONFIDENTIAL AND PROPRIETARY