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<br /> <br />Article II. The parties also agree to the following miscellaneous terms. <br /> <br />1.Independent Contractor. We are an independent 8.Public Release and Statements. Neither you nor we nor <br /> <br />contractor. Nothing in this Agreement is to be each of our representatives or agents shall <br />interpreted as: creating the relationship of employer disseminate any oral or written advertisement, <br />and employee between you and us or between you endorsement or other marketing material relating to <br />and any of our employees or agents; or creating a <br />partnership or joint venture between you and us. We the prior written approval of the other Party. No <br />are responsible for any subcontractors we use in Party or its agent will use the name, mark or logo of <br />performing Services for you and we are solely the other Party in any advertisement or printed <br />responsible to pay those subcontractors. We may ²®«¨¢¨³ ³¨®­ ¶¨³§®´³ ϭ¨±²³ § µ¨­¦ ¯±¨®± ¶±¨³³¤­  ¯¯±®µ « <br />perform similar services for others during this of the other Party. The Parties shall take reasonable <br />Agreement and you agree that our representation of efforts to ensure that its Subcontractors shall not <br />®³§¤± ¦®µ¤±­¬¤­³ ²¤¢³®± ¢«¨¤­³² ¨² ­®³   ¢®­ϭ«¨¢³ ®¥ disseminate any oral or written advertisement, <br />interest. endorsement or other marketing materials <br />referencing or relating to the other Party without that <br />2.Compliance with Laws. The parties agree to comply In addition, the Parties <br /> <br />with all applicable local, state and federal laws and agree that their contracts with all Subcontractors will <br />regulations during the term of this Agreement. include appropriate provisions to ensure compliance <br />with the restrictions of this Section. <br />3.Intellectual Property. We retain all right, title, and <br /> <br />interest in and to the processes, procedures, models, 9.Entire Agreement. This Agreement is the entire <br /> <br />inventions, software, ideas, know-how, and any and all Agreement between us and you for the Service(s). <br />other patentable or copyrightable material used, This Agreement supersedes and replaces any prior <br />developed, or reduced to practice in the performance Agreements, of whatever kind or nature, for the <br />of this Agreement. Service(s) Any prior Agreements, discussions, or <br /> representations not expressly set forth in this <br />4.Waiver Agreement are of no force or effect. No additional <br /> <br />performance of any provision of this Agreement are terms, Purchase Order Terms and Conditions, or oral <br />not to be construed as a waiver of that or any other of or written representations of any kind are of any force <br />and effect unless in writing and signed with the same <br />or time. formality as this Agreement <br /> <br />5.Force Majeure. Neither party is liable for failing to 10..® /± « -®£¨ϱ¨¢ ³¨®­ȁ .® ¬®£¨ϭ¨¢ ³¨®­ ®¥ ³§¨² <br /> <br />perform its obligations hereunder (other than Agreement is effective unless set forth in writing and <br />payment obligations) where performance is delayed or signed with the same formality as this Agreement. <br />hindered by war, riots, embargoes, strikes or acts of its <br />vendors or suppliers, accidents, acts of God, or any 11.Invalidity. If any provision of this Agreement is <br /> <br />other event beyond its reasonable control. determined to be invalid, illegal, or unenforceable, the <br /> remaining provisions of this Agreement remain in full <br />6.Counterparts. This Agreement may be signed in force, if the essential provisions of this Agreement for <br /> <br />separate counterparts including facsimile copies. Each each party remain valid, binding, and enforceable. <br />counterpart (including facsimile copies) is deemed an <br />original and all counterparts are deemed on and the 12.Construction. This Agreement is to be construed in <br /> <br />same instrument and legally binding on the parties. accordance with the laws of the State of Texas without <br /> ±¤¦ ±£ ³® ¨³² ¢®­ϭ«¨¢³ ®¥ « ¶² ¯±¨­¢¨¯ «²ȁ <br />7.Assignment. MuniServices may assign this Agreement, <br /> <br />in whole or in part, without your consent to any 13.Headings. The section headings herein are for <br /> <br />corporation or entity into which or with which convenience and reference purposes only and are not <br />MuniServices has merged or consolidated; any parent, to serve as a basis for construction or interpretation. <br />²´¡²¨£¨ ±¸Ǿ ²´¢¢¤²²®± ®±  ¥ϭ¨«¨ ³¤£ ¢®±¯®± ³¨®­ ®¥ <br />MuniServices; or any corporation or entity which <br /> <br />acquires all or substantially all of the assets of <br /> <br />MuniServices. Subject to the foregoing, this Agreement <br /> <br />²§ «« ¡¤ ¡¨­£¨­¦ ´¯®­  ­£ ¨­´±¤ ³® ³§¤ ¡¤­¤ϭ¨³ ®¥ ³§¤ <br /> <br />parties and their successors or assigns. <br /> <br />La Porte, TX FF 021214 9 <br /> <br /> <br /> <br />