PROBOLSKY RESEARCH - 2011 - Laserfiche WebLink

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C. Applicable Law_ This Agreement shall be governed by the laws of the State of California, provided that any provision of the Agreement which may be prohibited by or otherwise held invalid under such law shall be ineffective only to the extent of such or invalidity and shall not invalidate or otherwise render ineffective any or all of the remaining provisions of this Agreement. In the event of a dispute between the parties, such disputes shall be tried in Orange County, California and the parties agree to submit to the jurisdiction of the Orange County Courts. D. Controversy. In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all expenses, including without limitation reasonable attorney's fees, incurred in connection therewith. E. Entire Agreement. This Agreement sets forth the entire agreement between the parties hereto, fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereto and no change in, modification of or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and singed and dated by each of the parties hereto subsequent to the execution of the Agreement. F. Consultant's diligence: no warranty of success. Consultant shall use best efforts and diligence in performing the services required by this Agreement. Consultant makes no warranty, expressed or implied, as to the results of the services provided or any future services that may be contracted. 8. Waiver of Conflict of Interest. Consultant performs a variety of professional services for its clients, including other firms and government agencies. It is certainly possible, even likely, that we will represent these and future clients on matters that may or will be adverse in some way to Client interests. By signing this Agreement and returning it to us, Client acknowledges that we have discussed these matters with Client, and Client confirms that is does not object to our representation of other clients on matters where positions may be different from or adverse to Client's and that Client waives any conflict of interest with respect to our representation of such clients. Client further confirms that it will not assert any conflict of interest concerning such representation or attempt to disqualify Consultant from representing such clients notwithstanding such adversity. While Client would certainly be free to terminate this relationship. Client agrees that Consultant nonetheless would be free to represent such clients even on those matters, which Client considers adverse, and that Client waives any conflict of interest in connection therewith. These acknowledgements do not permit Consultant, without Client's written consent, to represent another client in opposing the specific project for which the Client has engaged us. Page 3 of 4