Laserfiche WebLink
for its own taxes, including income, franchise, privilege, gross receipts, sales and use, excise, real and <br />personal property (including software), payroll and any other taxes or assessments, surcharges or <br />governmental charges that may be imposed, levied, collected or assessed by a taxing jurisdiction. If <br />applicable, the parties shall reasonably cooperate with each other to enable each party to more accurately <br />determine its own tax liability and to minimize such liability to the extent legally permissible and <br />administratively reasonable. <br />12.3. No Third Party Beneficiaries. This MSA is solely for the benefit of the parties hereto and <br />their Affiliates and is not intended to confer any rights or remedies upon any other person. <br />12.4. Assignment. This MSA shall be binding upon and inure to the benefit of each of the <br />parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign <br />its rights or obligations hereunder without the other party's prior written consent. Notwithstanding the <br />foregoing, a party may assign this MSA in connection with: (i) the sale of substantially all of its assets or <br />the assets of any business unit to an entity that assumes the assignor's obligations under this MSA; (ii) a <br />merger, acquisition or divestiture; and/or (iii) a transfer to a parent or Affiliate, in each case without the other <br />party's consent. <br />12.5. Entire Agreement. Each Schedule, including any Exhibits, notices and attachments <br />(including an incorporation by reference of the terms and conditions of this MSA), constitutes the entire <br />agreement of the parties thereto with respect to the subject matter thereof and supersedes all prior drafts, <br />agreements, negotiations and proposals, written or verbal, relating to the Services contained in the <br />applicable Schedule. This MSA or any Schedule may be amended by written agreement of the parties; for <br />that purpose, emails do not constitute signed writings. Notwithstanding the foregoing, Empower may add <br />or enhance the Services, update the method of providing the Services without any reduction in service, or <br />modify the Services to comply with applicable laws by providing written notice to Plan Sponsor at least 30 <br />days in advance of the effective date of such change, provided that Plan Sponsor may opt out of certain <br />Services that directly impact Participants and any changes that result in an increase in fees to the Plan. <br />Any Empower notices or policies that are attached to or referenced in this MSA may be updated by <br />Empower at any time, provided that such updates shall not materially degrade the rights or protections set <br />forth therein. No waiver of any breach of any provision of this MSA shall constitute a waiver of any prior, <br />concurrent or subsequent breach of such provision or any other provision hereof and no waiver shall be <br />effective unless made in writing. <br />12.6. Governing Law; Waiver of Jury Trial. Unless and to the extent provided otherwise in a <br />Schedule hereto, this MSA shall be construed and enforced in accordance with and governed by the laws <br />of the state of California, without regard to conflict of law principles, and any claim arising under or related <br />to this MSA shall be subject to the exclusive jurisdiction of the federal and state courts located in California. <br />Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim <br />arising out of, connected with, related to or incidental to this MSA to the fullest extent permitted by law. <br />12.7. Force Majeure. Neither party shall be liable to the other for any and all losses, damages, <br />costs, charges, attorney fees, payments, expenses or liability due to delay or interruption in performing its <br />obligations hereunder, and without the fault or negligence of such party, due to causes or conditions beyond <br />its control, including, without limitation, labor disputes, riots, war and war -like operations including acts of <br />terrorism, explosions, sabotage, civil disturbance, governmental restriction, transportation problems, failure <br />of power or other utilities including phones, internet disruptions, fire or other casualty, natural disasters, <br />City I y oUflcl — 19 - 12 9/19/2023 <br />