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Page 16 of 19 <br />#19793v7 <br />owner of Bean Sprouts Marks and that City shall obtain no right, title or interest in <br />or to any of Bean Sprouts Marks through this Agreement or through Bean Sprouts’ <br />use of Bean Sprouts Marks in carrying out its obligations hereunder. City further <br />acknowledges and agrees that Bean Sprouts will conduct its operations hereunder <br />using Bean Sprouts Marks in its sole discretion. <br /> <br />b. City’s Intellectual Property. City is the owner of the rights to certain trademarks, <br />service marks and logotypes, used in the operation of its businesses (which, <br />together with any future marks developed by or for the use of City are collectively <br />referred to herein as the “City Marks”). Bean Sprouts hereby acknowledges and <br />agrees that City is the sole and exclusive owner of the City Marks and that Bean <br />Sprouts shall obtain no right, title or interest in or to any of the City Marks through <br />this Agreement or through City’s use of the City Marks in carrying out its <br />obligations hereunder. <br /> <br />22. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and <br />Bean Sprouts, and supersedes any and all other agreements, oral or written, between the parties. <br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of Bean Sprouts. The parties <br />agree that any terms or conditions of any purchase order or other instrument that are inconsistent <br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Bean Sprouts or <br />the City. Each party to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, or anyone acting on <br />behalf of any party, which is not embodied herein. <br /> <br />23. ASSIGNMENT AND SUBLETTING <br /> <br />a. Inasmuch as this Agreement is intended to secure the specialized services of Bean <br />Sprouts, Bean Sprouts may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the City and any such assignment, <br />transfer, delegation or subcontract without the City's prior written consent shall be <br />considered null and void. Nothing in this Agreement shall be construed to limit the <br />City’s ability to have any of the services which are the subject to this Agreement <br />performed by City personnel or by other contractors retained by City. <br /> <br />b. Bean Sprouts has no right to sublet the Premises. <br /> <br />24. TERMINATION <br /> <br />a. By City: If Bean Sprouts breaches any of the provisions of this Agreement, City <br />shall provide written notice thereof to Bean Sprouts, and shall thereafter afford <br />Bean Sprouts thirty (30) days in which to cure any such breach. If Bean Sprouts <br />fails to cure such breach during such cure period, this Agreement will terminate