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6.3 Further Actions and Instruments. Each of the Parties shall cooperate with and <br />provide reasonable assistance to the other to the extent contemplated hereunder in the performance <br />of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. <br />6.4 Counterparts. This Agreement may be signed in counterparts, each of which shall <br />constitute an original. <br />6.5 Time of the Essence. For each provision of this Agreement which states a specific <br />amount of time within which the requirements thereof are to be satisfied, time shall be deemed of <br />the essence. <br />6.6 Governing Law and Venue. This Agreement shall be governed by the laws of the <br />State of California without regard to conflicts of laws principles. Any litigation or other legal <br />proceedings which arise under or in connection with this Agreement shall be conducted in a federal <br />or state court located within Orange County, California. The Parties consent to the personal <br />jurisdiction and venue in federal or state court located within the County of Orange, California and <br />hereby waive any defenses or objections thereto, including defenses based on the doctrine of forum <br />non conveniens. <br />6.7 Litigation Expenses. If either party to this Agreement commences an action against <br />the other party to this Agreement arising out of or in connection with this Agreement, the <br />prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs <br />of investigation, and costs of suit from the losing party. <br />6.8 References; Captions. Any term referencing time, days or period for performance <br />shall be deemed calendar days and not business days, except as otherwise specified in this <br />Agreement. All references to City include all officials, officers, employees, personnel, and agents <br />of City, except as otherwise specified in this Agreement. All references to Licensee include its <br />officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except <br />as otherwise specified in this Agreement. The captions of the various articles and paragraphs in <br />this Agreement are for convenience and ease of reference only, and do not define, limit, augment, <br />or describe the scope, content, or intent of this Agreement. <br />6.9 Waiver. No delay or omission in the exercise of any right or remedy of a non - <br />defaulting Party on any default shall impair such right or remedy or be construed as a waiver. <br />Either Parties' consent or approval of any act by the other Party requiring its consent or approval <br />shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent <br />act of the other Party. Any waiver by either Party of any default must be in writing and shall not <br />be a waiver of any other default concerning the same or any other provision of this Agreement. <br />6.10 Rights and Remedies are Cumulative. Except with respect to rights and remedies <br />expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are <br />cumulative and the exercise by either Party of one or more of such rights or remedies shall not <br />preclude the exercise by it, at the same or different times, of any other rights or remedies for the <br />same default or any other default by the other Party. All warranties and promises to indemnify <br />shall survive the termination, abandonment, or completion of this Agreement. <br />A f6 <br />