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<br />. . <br /> <br />. <br /> <br />. <br /> <br />7 A. Counterparts. This Contract may be executed by the Parties in <br />counterparts, which counterparts shall be construed together and have the same effect as if all of <br />the Parties had executed the same instrument. <br /> <br />7.5. Integration. This Contract, in conjunction with the MWD Agreement, <br />represents the entire understanding of the Parties as to those matters contained herein. No prior <br />oral or written understanding shall be of any force or effect with respect to those matters covered <br />by this Contract. <br /> <br />7.6. Severability. If any term, provision, covenant or condition of this Contract <br />shall be determined invalid, void or unenforceable, then this portion shall be severed and the <br />remainder of this Contract shall not be affected and shall have full force and effect, unless the <br />Parties otherwise agree in writing, which agreement shall not be unreasonably withheld. <br /> <br />7.7. Waiver. Failure of a party to insist upon the strict performance of any of <br />the provisions of this Contract by the other party, or the failure by a party to exercise its rights <br />upon the default of the other party, shall not constitute a waiver of such party's right to insist and <br />demand strict compliance by the other party with the terms ofthis Contract thereafter. <br /> <br />7.8. Interpretation and Governing Law. This Contract shall be governed by the <br />laws ofthe State of California, and construed as if drafted by all the Parties hereto. The headings <br />contained within this Contract are for convenience only, and shall have no force or effect in the <br />construction ofthis Contract. <br /> <br />7.9. Modification. This Contract may not be modified, altered or amended <br />except in writing, signed by authorized officials of the Parties. <br /> <br />7.10. Successors in Interest. Subject to Paragraph 7.13 below, all of the terms, <br />provisions, covenants and obligations contained in this Contract shall be binding upon, and inure <br />to the benefit of the respective party provided herein, and its respective successors and assigns. <br /> <br />7.11. No Third Party Beneficiaries. This Contract is made and entered into for <br />the sole protection and benefit of the Parties and their successors and assigns under its terms. No <br />other person shall have any right of action based upon any provision of this Contract. <br /> <br />7.12. Further Assurances. Each party, upon the request of the other, agrees to <br />perform such further acts and to execute and deliver such other documents as are reasonably <br />necessary to carry out the provisions of the Contract, including the provisions of the MWD <br />Agreement provided herein. <br /> <br />7.13. Assignment. No party shall transfer the Contract, in whole or in part, or <br />any of its interests hereunder, to any other person or entity, without the prior written consent of <br />all of the other Parties. Any attempt to transfer or assign this Contract, or any privilege <br />hereunder, without such written consent shall be void and confer no right on any person or entity <br />that is not a party to this Contract. Nothing contained herein shall prevent the Parties from <br />subcontracting for the performance of obligations hereunder, provided, however, no such <br />subcontracting shall relieve the Parties from the performance of obligations hereunder. <br /> <br />7.14. <br /> <br />Authority to Execute. Each of the persons executing this Contract on <br /> <br />131/022499-0028 <br />3118856.0] aDS/211/0J <br /> <br />-9- <br />