VISIPHOR CORPORATION 1A-2009 - Laserfiche WebLink

Home Browse Search

to: City of Santa Ana 20 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Attention: Cmdr. K Gominsky or to such other address as may be stated by one party to the other in a notice given in the same manner herein provided. Any notice, request, demand, or direction given in such manner will be deemed effective upon receipt by the party to whom it is given or upon refusal to accept receipt documented by the delivering party. 9. ASSIGNMENT 9.1. Except for an assignment to an Affiliate of VISIPHOR, VISIPHOR will not assign this Customer Support Agreement without the prior written consent of the Customer. No permitted assignment to an Affiliate will be effective until: (a) the assignee Affiliate agrees in writing with the Customer to be bound by the terms and conditions of this Customer Support Agreement; and (b) the assignee Affiliate provides evidence satisfactory to the Customer that the assignee Affiliate and its directors, officers, employees and agents have obtained the necessary security checks and security clearances to enable it to perform the Services and to have access to the environment /system and/or any related data and information. Notwithstanding any assignment of this Customer Support Agreement as permitted by this Section, VISIPHOR will remain primarily responsible for the timely performance of all of its obligations hereunder. 10. ARBITRATION 10.1. If, at any time, there is a dispute, controversy or Claim (each a "Dispute") between the parties with respect to any matter arising out of or relating to this Agreement, then the party to the Dispute that wishes to initiate a resolution of the Dispute must give notice to the other party to the Dispute outlining the nature of the Dispute and the resolution proposed by the claimant and requiring that such Dispute be resolved pursuant to this Part 10. 10.2. If a Dispute is not resolved between the parties within 30 days (or such longer period as is agreed to in writing by the parties to the Dispute) after the date of the notice pursuant to ~ 10. I, either party to the Dispute will be entitled to refer the Dispute to arbitration in accordance with the domestic arbitration rules of the British Columbia International Commercial Arbitration Centre (collectively, the "Rules") as modified by the provisions herein, within 30 days after such date. The Dispute will be submitted to one arbitrator in accordance with the Rules. 10.3. The arbitration will take place in English in Vancouver, British Columbia. 10.4. Each party will accept the award or decision of the arbitrator as final and binding and will diligently act in good faith to do all that is necessary or advisable to be done by it to implement the award or decision. 10.5. A party who commences a legal proceeding in respect of an issue or Dispute that may be arbitrated under this Agreement, (a) will cause the proceeding to be stayed until the time during which an arbitration may be initiated has expired or, if an arbitration is initiated, a decision or award by arbitration is delivered or the arbitration has otherwise ended, and