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SECTION TEN <br />DEFAULT <br />Either party has the right to terminate this agreement and any license granted <br />upon ninety (90) days written notice to the other party for no cause. <br />On any such termination by JDI, Licensee agrees to pay any sums due to JDI under <br />section 4 of this agreement and for any work done at Licensee's expense, or for <br />any unauthorized usage. <br />SECTION ELEVEN <br />TECHNOLOGICAL ADVANCES <br />a. Licensee agrees that JDI shall have the right to free and unencumbered use, <br />sale, or license of any technological advancements developed or acquired by JDI in the <br />performance of any services rendered by JDI to the Licensee in connection with this <br />agreement. <br />b. JDI agrees that Licensee will have an unencumbered right to utilize <br />improvements made on the Software. <br />SECTION TWELVE <br />GOVERNING LAW <br />This agreement shall be construed and the legal relation between the parties <br />determined in accordance with the laws of the State of California. <br />SECTION THIRTEEN <br />WAIVER <br />The waiver, modification, or failure to insist by JDI on any conditions shall not void, <br />waive, or modify any of the other terms or conditions nor be construed as a waiver or <br />relinquishment of JDI's right to performance of any such term or terms. <br />SECTION FOURTEEN <br />ASSIGNMENT <br />This agreement shall be binding on and shall inure solely to the benefit of the <br />parties and their respective successors, and permitted assignees, and not for the benefit <br />of any other person or legal entity. Licensee, however, shall not assign this agreement or <br />any rights or obligations under the agreement without first obtaining the prior written <br />consent of JDI. Such consent shall -not be unreasonably withheld. <br />M <br />