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Agreement, and/or seeking the assistance of a jointly agreed upon mediator. <br /> c) Remedies. Upon the occurrence of any default, and following written notice and <br /> expiration of the time to cure,the non-defaulting Parties may,at their option: declare this Agreement <br /> null and void with respect to the defaulting Party, in which case the defaulting party shall not be <br /> entitled to the benefits and privileges of this Agreement or the Program; or pursue damages or <br /> specific performance or other legal and equitable remedies the injured Parties may have against the <br /> non-defaulting Party in accordance with applicable law. Nothing herein shall be construed as the <br /> non-defaulting Parties' exclusive remedy for the remediation of default by a Party, and the non- <br /> defaulting Parties reserve the right to pursue any and all available rights and remedies at law or in <br /> equity. <br /> 6. INDEMNITY <br /> Each Party shall hold harmless, indemnify, and defend the other Parties, and each of them <br /> individually and jointly, and their respective officers, employees, and agents, from and against any <br /> and all claims, suits, or actions of every kind brought for or on account of injuries to or death of any <br /> person or damage to any property of any kind whatsoever and to whomsoever belonging which arise <br /> out of a Party's performance or nonperformance of the Party's covenants and obligations under this <br /> Agreement, and which result from the negligent or wrongful acts of the Party, or its officers, <br /> employees, or agents. In the event of concurrent negligence of the Parties or any other Party, its <br /> respective officers, or employees, and a Party, its officers and employees, then the liability for any <br /> and all claims for injuries or damages to persons and/or property or any other loss or cost which <br /> arises out of the terms, conditions, covenants or responsibilities of this Agreement shall be <br /> apportioned in any dispute or litigation according to the California theory of comparative <br /> negligence. <br /> 7. MISCELLANEOUS <br /> 7.1. Approval by Program Committee. Any term or provision of this Agreement that <br /> calls for the direction, approval, or consent of the Program Committee, shall mean and refer to the <br /> direction, approval, or consent of the majority of the members thereof (regardless of quorum). <br /> Except as specifically provided herein, all actions reasonably necessary to effectuate the purpose of <br /> this Agreement and the Program may be performed by the Program Committee except as may <br /> otherwise be prohibited by state or federal law. <br /> 7.2. Notice. Any notices provided to any Party in connection with this Agreement shall <br /> directed to the Party representative of each of the Parties set forth in Exhibit"A." <br /> 7.3. Parties as Independent Contractors. Each Party is, and at all times shall be <br /> deemed to be, an independent contractor of the other Parties. Nothing herein is intended or shall be <br /> construed as creating the relationship of employer and employee, or principal and agent, between <br /> any Party, or any Party's agents or employees. Each Party shall retain all authority for rendition of <br /> services, standards of performance, control of personnel, and other matters incident to the <br /> performance of the Program pursuant to this Agreement. Each Party, and its agents and employees, <br /> shall not be considered to be employees of any other Party. <br /> 5 <br />