SCOTT HEALTH & SAFETY 1 - 2010 - Laserfiche WebLink

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7.3 Entire Agreement This Agreement constitutes the entire agreement between the IRC and Scott with respect to the subject matter of this Agreement. The IRC and Scott agree that any and all prior and contemporaneous communications, either written or oral, and all previous and contemporaneous agreements, if any, between the parties with respect to the subject matter hereof are automatically canceled by the signing of this Agreement. The IRC acknowledges and agrees that it is not relying upon any statement, representation, or communication of any kind not contained in this Agreement. No change, amendment, or modification of this Agreement shall be effective unless made in writing and signed by both parties. 7.4 Assi ng_abilitX This Agreement cannot be directly or indirectly assigned, sold, transferred or encumbered by the IRC, in whole or in part, without authorization in writing from Scott. Scott may assign this Agreement to any affiliate of Scott, any successor to its business or purchaser of substantially all of its assets. 7.5 Captions The captions contained herein shall not be deemed to be part of this Agreement but are merely for the convenience of the parties. 7.6 IRC's Indemnification of Scott The IRC agrees to indemnify and hold Scott harmless from any and all claims, liability, losses, or damages of any kind whatsoever, whether direct or indirect, or consequential, including, without limit, attorney's fees or other legal expenses of any kind whatsoever, arising out of the following; (i) any negligent or intentionally wrongful acts or omissions by the IRC or the IRC's representative, whether such representative is appointed direct, apparent, implied, or otherwise in connection with the IRC's inspection, repair, or service of Scott Products; (ii) the IRC's breach of any terms or conditions of the Agreement. 7.8 Insurance The IRC represents that it is self-insured. 7.9 Third Partv Beneficiaries Scott and the IRC agree that this Agreement is solely for their benefit and those existing or future allowable successors and assigns specified in Section 7.5 of this Agreement and it does not, nor is intended to, create any rights in favor of, or obligations owing to, any other related or unrelated parties, if any, or anyone else. 7.10 Counterparts This Agreement may be executed in one or more counterparts, all of which together constitute one Agreement. 6