8B Consent 2013 0318 - Laserfiche WebLink

Home

File: San Leandro Public Library GC#300521 Customer Initial and Date: dl.initialhere.1 Confidential Page 5 of 6 in a manner which expresses or implies a relationship other than that of independent contractor. 10.10 Invalidity. If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.11 Survival. The following provisions will survive any termination or expiration of the Master Agreement: sections 1, 2.8, 2.9, 2.10, 2.12, 3, 4, 6, 8, 9, and 10. 10.12 No Waiver. Any waiver of the provisions of the Agreement or of a party’s rights or remedies under the Agreement must be in writing to be effective. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by either of the parties hereto of a breach or of a default under any of the provisions of the Agreement shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. Failure, neglect, or delay by a party to enforce the provisions of the Master Agreement or its rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party’s rights under the Agreement and shall not in any way affect the validity of the whole or any part of the Master Agreement or prejudice such party’s right to take subsequent action. 10.13 Entire Agreement. The Master Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties, with the exception of unpaid invoices under prior contracts between the parties, which outstanding balances continue to be owed in addition to, and notwithstanding clause 10.13. Notwithstanding the precedence of this Master Agreement, any existing Customer License Metrics shall continue unless new License Metrics are identified in a Quote. No modification to the Agreement will be binding unless in writing and signed by an authorized representative of each party. 10.14 Third Party Beneficiaries. All rights and benefits afforded to SirsiDynix under the Agreement shall apply equally to the owner of the Third Party Software with respect to the Third Party Software, and such third party is an intended third party beneficiary of the Agreement, with respect to the Third Party Software. 10.15 Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of Alameda, California without giving effect to its principles of conflict of laws. Any dispute shall be litigated in the state or federal courts located in California to whose exclusive jurisdiction the parties hereby consent. In addition, the Customer hereby waives any objection the customer may have based upon lack of personal jurisdiction, improper venue and/or “forum non conveniens”. 10.16 Application of Laws. The parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United National Convention on Contracts for the International Sale of Goods. 10.17 Counterparts. The Master Agreement and each Schedule may be executed in one or more counterparts, each of which shall constitute an enforceable original of the Agreement, and that facsimile, electronic and/or .pdf scanned copies of signatures shall be as effective and binding as original signatures. 10.18 Headings and Drafting. The headings in the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of or against a party based on the originator of the document. 10.19 Attorney’s Fees. In the event a party seeks and obtains a remedy in the courts for its rights under this Master Agreement, the prevailing party in such litigation shall be entitled to its reasonable attorney’s fees and cost. ************************************************************ END OF MASTER AGREEMENT San Leandro Public Library 300 Estudillo Ave San Leandro, California 94577 SirsiDynix SirsiDynix Technology Centre 3300 N. Ashton Blvd. – Ste 500 Lehi, UT 84043 Sign: dl.signhere.1 Sign: dl.signhere.2 Print Name: dl.fullname.1 Print Name: dl.fullname.2 Title: dl.title.1 Title: dl.title.2 Date: dl.datesign.1 Date: dl.datesign.2 DocuSign Envelope ID: 308C5B23-59C2-4A51-BF38-025B9637F9FA In Process