Reso 2017-130 - Laserfiche WebLink

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7. Annlicable Law. The parties hereby agree that this Agreement is made, executed and entered into and is intended to be performed within the State of California and that this is a California agreement and is to be construed as such. 8. Additional Documents and Instruments. Each of the parties hereto agrees to execute and deliver to each of the other parties hereto all additional documents, instruments and agreements required to take such additional actions as are required to implement the terms and conditions of this Agreement. 9. No Assignment. The parties represent that they have made no assignment of the claims released herein, and that no signature other than those set forth below is required to effectuate this Agreement, including the release set forth herein. Each party shall indemnify each other party, defend, and hold it harmless from and against any claims based upon or arising in connection with any prior assignment or transfer, or any such purported assignment or transfer, or any claims or other matters released or assigned herein. 10. Bindina on Successors and Assigns. The parties agree that the obligations and benefits arising out of the Agreement, including, but not limited to the Release set forth herein, and each of the terms of this Agreement, shall be binding upon and shall inure to the benefit of any successors, coalition members, and assigns of the parties. 11. Inte arg tion. This Agreement contains the entire agreement and understanding concerning the subject matter herein and supersedes and replaces any prior negotiations and agreements between the parties, whether written or oral. Each of the parties acknowledges representation by counsel throughout all of the negotiations which preceded the execution of this document and the document has been executed with the consent and upon the advice of counsel. Each of the parties acknowledges that no party or agent or attorney of any other party has made any promise, representation, or warranty, express or implied, not contained in this Agreement, to induce the other party to execute this instrument. 12. Warranty of No Undue Influence. The parties hereby warrant and represent that they are not aware of any duress, menace, fraud, coercion, or undue influence which has caused any party to enter into this Agreement. Each of the parties hereby warrants and represents that it is not aware of any acts or conduct by which, in executing this Agreement, the mind of any of the parties hereto has been overcome by the will of another person; and, accordingly, by signing this Agreement, each signifies full understanding, agreement and acceptance. The Parties acknowledge and represent that this Agreement has been prepared and its negotiation has been carried on by the joint effort of the Parties. This Agreement shall be construed as if it were drafted by all Parties and not strictly for or against any one or more of the Parties. Each Party to this Agreement acknowledges and represents that he/she/it has read this Agreement and understands all of its terms. 13. Attorneys' Fees and Costs. a. Fees and Costs Already Incurred. Each Party shall be responsible for its own costs and attorneys' fees incurred in connection with the Dispute and this Agreement, except as set forth in subsection b below.