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<br />understandings, negotiations and discussions, written or oral, of the Parties, relating to any <br />transaction contemplated by this Agreement. <br /> <br />8.2 Parties are Independent Entities. The parties to this agreement are independent <br />and unrelated entities, and nothing in this agreement is intended to, nor does it, create any <br />partnership, agency or other such relationship between PERI and Supplier. <br /> <br />8.3 Non-Assignabilitv. Neither this Agreement nor any right or benefit conferred <br />hereby is assignable by either party, in whole or in part, except by written consent of the other <br />party, which consent will not be unreasonably withheld. <br /> <br />8.4 Force Maieure. Neither party shall be liable or be deemed to be in default for any <br />delay or failure in performance or interruption resulting directly or indirectly from any cause or <br />circumstance beyond its reasonable control, equipment or telecommunications failure, labor <br />dispute, or failure of any third party to perform any agreement that adversely affects such party's <br />ability to perform its obligations hereunder. <br /> <br />8.5 Notice. Any notice or communication given under this Agreement will be in <br />writing and will be delivered by hand, registered mail, electronic mail, or facsimile. Notice will <br />be deemed given if acknowledged in writing by the person to whom the notice is sent or a return <br />receipt is received by the sender. All notices to PERI will be addressed to Public Entity Risk <br />Institute, 11350 Random Hills Rd, Suite 210, Fairfax, VA 22030. All notices addressed to <br />Supplier will be sent to the address provided below. Either party may change its address upon <br />written notification to the other party. <br /> <br />8.6 Amendment. This Agreement may not be modified or amended except by an <br />instrument in writing executed by both parties hereto. <br /> <br />8.7 Severability. If any provision of this Agreement is determined by a court to be <br />void, invalid, unenforceable or illegal, the enforceability of the other provisions of this <br />Agreement will not be affected. Failure to enforce any provision of this Agreement will not <br />constitute a waiver of the right to later enforce it. All terms and conditions of this Agreement <br />that by their nature would survive termination or expiration of this Agreement, including but not <br />limited to provisions relating to ownership of data and other intellectual property, and grant of <br />license to use data, shall survive this Agreement. <br /> <br />8.8 Successors and Assigns. This Agreement will be binding and inure to the benefit <br />of the parties hereto and their respective successors and assigns. <br /> <br />CIPRA Claims Data Supplier Agreement January 14,2004 <br /><0 2004 Public Entity Risk Institute <br />