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ARTICLE XII <br />GENERAL <br />12.1 Headings. The headings used in this Agreement are for <br />convenience only and are not intended to be used as an aid to interpretation. <br />12.2 Validity. If any provision of this Agreement shall be prohibited by <br />or invalid under applicable law, such provision shall be ineffective only to the extent of <br />such prohibition or invalidity, without invalidating the remainder of such provision or any <br />remaining provisions of this Agreement. <br />12.3 Binding. This Agreement will be binding upon and inure to the <br />benefit of the parties hereto, their respective successors and assigns. City may not <br />assign its rights or obligations under this Agreement without the prior written consent of <br />Licensor. <br />12.4 No Waiver. Failure by either party to exercise any right or remedy <br />under this Agreement does not signify acceptance of the event giving rise to such right <br />or remedy. <br />12.5 Solicitation. City shall not solicit the employment of nor employ <br />any Licensor personnel who has been directly involved in the development, sale, <br />installation, or support of the Software for a period of two (2) years from the later of the <br />termination of such individual's employment at Licensor or the last date of Acceptance of <br />any Software. <br />12.6 Governing Law and Venue. This Agreement and the rights and <br />obligations of the parties hereto shall be governed by and construed under the laws of <br />the State of California. The parties to this Agreement agree that venue for any litigation <br />arising under this Agreement shall be in the County of Fresno, State of California, if <br />instituted in the State courts, or the Eastern District of California (Fresno), if instituted in <br />the Federal courts. <br />12.7 Counterparts. This Agreement may be executed in any number <br />of <br />counterparts, each of which shall be deemed an original and all of which shall constitute <br />one and the same Agreement. <br />12.8 Modifications. Any changes in this Agreement shall be embodied <br />in a written amendment to this Agreement, signed by both parties, and shall be effective <br />from the date specified in the amendment. <br />12.9 Notice. Unless otherwise agreed to by the parties, any notice <br />required or permitted to be given or delivered under this Agreement shall be delivered to <br />the address set forth in this Agreement, and addressed to the attention of: <br />Licensor: MostWantedSoftware, LLC <br />7816 N. Sanders Avenue <br />Clovis, CA 93619 <br />Facsimile No.: (559) 323-9485 <br />Attention: Mark Gerlach <br />