06 - Laserfiche WebLink

interest in connection with a merger,acquisition or sale of all or substantially all of its assets with the prior written consent of the City,which shall not be unreasonably withheld. iii. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder(except for the payment of money)on account of strikes, shortages, riots, insurrection,fires,flood,storm,explosions,acts of God,war,governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of such party. iv. Governing Law;Jurisdiction and Venue. This Agreement and all matters arising under or related to its formation or performance whether sounding in contract,tort,or otherwise shall be governed in all respects by the laws of the of the State of California,without reference to conflict of laws principles and under the federal laws of the United States,as such may apply. If Federal jurisdiction exists,the parties hereby consent to exclusive venue and Jurisdiction in the Federal Courts of San Francisco, California. If no Federal jurisdiction exists,the parties consent to exclusive venue and jurisdiction in the State Courts of San Francisco,California. v. Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit,construe, or describe the scope or extent of such section or in any way affect this Agreement. vi. Precedence of Terms. In the event of any conflict between the terms of this Agreement and the terms of any purchase order or acknowledgement,the terms of this Agreement shall control.Acceptance by OpenCounter of any purchase order placed by City is conditioned on City's assent to the terms set forth herein. OpenCounter's fulfillment of any purchase order shall not imply OpenCounter's acceptance of any pre- printed terms on such purchase order. Any such conflicting terms shall be of no force or effect. vii. No Agency. Nothing contained herein shall be construed as creating any agency, partnership,or other form of joint enterprise between the parties viii. Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery or by certified or registered mail, return receipt requested,and shall be deemed given upon personal delivery or five(5)days after deposit in the mail. Notices shall be sent to the parties at the addresses set forth above or such other address as either party may designate for itself in writing. ix. Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such un-enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions x. Waiver and Modification. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter;nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.This Agreement shall not be modified except by a subsequently dated written amendment signed on behalf of OpenCounter and City by their duly authorized representatives xi. Waiver of Rule of Construction. Each of the parties and their counsel have carefully reviewed this Agreement, and,accordingly,the normal rule of construction to the effect that any ambiguities in this Agreement are to be construed against the drafting party shall not apply in the interpretation of this Agreement. OpenCounter+Pleasanton,California Master Services Agreement