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required to withhold, collect, or pay so that <br />Intergraph receives the tull amount of the <br />maintenance charges. Any certificate to exempt <br />the Agreement from tax liability or other <br />documentary evidence of statutory exemption <br />shall be obtained by Customer at Customer's <br />expense. <br />11.2 Notices <br />Any notice .or other communication ("Notice") <br />required or permitted under this Agreement shall <br />be in writing and either delivered personally or <br />sent by electronic mail, facsimile, overnight <br />delivery, express mail, or certified or registered <br />mail. postage prepaid, return receipt requested. A <br />Notice delivered personally shall be deemed given <br />only ff acknowledged fn writing by the person to <br />whom it is gven. A Notice sent by electronic mail <br />or facsimile shall be deemed given wtren <br />transmitted, provided Yhat the sender obtains <br />written confirmation from the recipient that the <br />' ~- ' - ~ trazrsmissien --was received. A Notlce sent by - <br />.overnight delivery or express mail shall be. <br />- ~ deemed given twenty-four (24} hours after having, <br />been sent A Notice that is sent. by certified mail <br />or registered mall shall be deemed given forty-. <br />.. - eight (48} hours after it 3s mailed. If any_time'-" <br />period ]n this Agreement commences upon the <br />delivery of Notice to arty one or more parties, the -" <br />- time period shall commence only when all of the <br />required Notices have been deemed given. <br />11.3 Head'mgs <br />The various headings in these Terms and Conditions <br />are inserted for convenience onty and shall not aSect <br />the meardng or interpretation of these Terms and <br />Conditions or anysection or provision hereof. <br />i1.4 Assigrrmeat <br />Neither party shall have the right to assign any of its <br />xights nor de]egate any of its obllgatior>,s under the <br />Agreement without the prior written rbnsent of the <br />other party. Provided that such corwsent shall not be <br />unreasonably withheld. except that Intergraph may <br />assign its rights and obligations under the Agreement <br />without the approval of Customer, to an entity wtuch <br />acquires all or substantially all of the assets of <br />Intergmph or of the Intergraph division finrdstung <br />seances under the Agreement or to any subsidiary, <br />affiliate or successor in a merger or acqufsiiion of <br />Intergraph. <br />11.5 Interpretation <br />The Agreemer shall for aIl purposes be construed and <br />enforced under and 1n accordance with the Laws of the <br />State of Alabama and shall have been deemed to have <br />been executed in Huntsville. Alabama. .The pardes <br />agree that any legal action or proceeding mlating to the <br />Agreement shall be instituted in the Circuit Court for <br />Madison County. Alabama or the United States <br />District Court for the Northern District of Alabama, <br />Northeastern Division, The parties agree to submit to <br />the jurisdiction of, and agree that venue is proper in, <br />these courts in any such legal action or proceedings. <br />11.6 SeverabiL'tp <br />whenever possible, each provision of the Agreement <br />and each muted document shall be interpreted in <br />such a manner as to be effective and valid under <br />applicable law. However, il any pmvlslon of the <br />Agreement or arty related document shall be <br />prohibited by or iavalid under applicable law, such <br />provision shaIl be ineH'ective only to fhe extent of such <br />probibft[on or invalidity without invalidating the <br />remainder of such. prevision or the zemvairrring <br />provisions of the Agreement or such related document <br />l.l.'7~ No Waiver ~ ~ ~~ <br />Any failure by either party to enforce performance of <br />the Tor444 and Conditions~of the Agreement shaLL not <br />constitute a waiver oS or a$'ect said para+s dght to <br />avail itself of such remedies as it may have for any <br />subsequentbreach of the terms of the Ageement <br />.... 11.8 9dreuntmcting <br />Intergmphreservesthe right to Provide servKes asset <br />forth in flristlvaeernentthroughasubconiract <br />anaugarientwltli athirstparty maintenance provider. <br />11.8 Entire Agreement <br />The Agreement constitutes the entim agreemart <br />between the parties hereto with regard to the subJect <br />matter hereof. The Agreement supersedes any and aA <br />prior discussions and/or representations, whether <br />written or oral, and ue refaarce to prior deal3rrgs may <br />be used m in any way modify the expressed <br />understandings of ffie Agreement The Agreement <br />may not be amended or nrodtfled unless done so in <br />writing signed by authorized representatives of both <br />Parties. <br />SG&I 020207 <br />Page 7 oj7 <br />