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court of competent jurisdiction restraining such breach or threatened breach and to specific per­ <br />formance of any provision of this Agreement, and both parties agree that no bond or other security shall <br />be required in obtaining such equitable relief. <br />18.6. Integration. This Agreement may be executed in multiple counterparts each of which shall be deemed <br />an original, but all of such taken together shall constitute only one Agreement, superseding all prior <br />understandings, oral or written; and it is expressly understood and that this Agreement does not <br />obligate either party to enter into any other or further agreements. <br />18.7. Governing Law. This Agreement shall not be construed against either party regardless of which party <br />drafted it. This Agreement shall be construed and enforced according to the laws of the State of <br />California, without regards to conflict-of-laws principles, and all local laws, ordinances, rules, and <br />regulations. <br />18.8. Venue and Jurisdiction. The City and IPS agree that the venue shall be in Orange County, California. Any <br />litigation arising out of this Agreement may only be brought in either the United States District Court, <br />Central District of California, Southern Division, or the Superior Court of California, County of Orange, <br />as appropriate. The parties agree that venue exists in either court, and each party expressly waives any <br />right to transfer to another venue. The parties further agree that either court will have personal <br />jurisdiction over the parties to this Agreement. <br />18.9. Attorney's Fees. If any suit, action, arbitration or other proceeding is instituted upon this Agreement or <br />to enforce rights, judgments or otherwise pursue, defend or litigate issues, or any other controversy <br />arises from this Agreement, the prevailing party shall be entitled to recover from the other party and <br />the other party agrees to pay the prevailing party, in addition to costs and disbursements allowed by <br />law, such sum as the court, arbitrator or other adjudicator may adjudge reasonable as an attorney's fee <br />in such suit1 action, arbitration or other proceeding, and in any appeal. Such sum shall include an <br />amount estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be <br />incurred in collecting any monetary judgment or award or otherwise enforcing each award, order, <br />judgment or decree entered in such suit, action or other proceeding, <br />18.10. Force Majeure. If any party is prevented from performing its obligations stated in this Agreement by <br />any event not within the reasonable control of that party, including, but not limited to, acts of God, war, <br />civil disturbance, insurrection, civil commotion, destruction of production facilities or material s by <br />earthquake, fire, flood or storm, labor disturbances including strikes or lockouts or epidemic, and <br />failures of public utilities (such as internet, cellular network, and electricity), it shall not be in default in <br />the performance of its obligations stated in this Agreement. Provided, however, any party delayed by <br />such an event shall request an extension of time to perform its obligations stated in this Agreement by <br />notifying the party to which it is obligated within ten days following the event. If the notified party <br />agrees that the event was the cause of the delay, the time to perform the obligations stated in this <br />Agreement shall be extended by the number of days of delay caused by the event. If the required notice <br />is not given by the delayed party, no time extension shall be granted. If any event of force majeure <br />exists for a continuous period of more than 120 days, then either party shall be entitles to terminate <br />this Agreement without being liable for any claim from the other party. <br />EXHIBIT 1