INFORMED RX - Laserfiche WebLink

Home Browse Search

(g) Force Majeure. Neither Party shall be deemed to have breached this Agreement or be held liable for any failure or delay in the performance of all or any portion of its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, boycotts, lock -outs, acts of third parties (e.g., wholesalers), wars and war -operations, restraints of government, power or communication line failure or other circumstances beyond the Party's control, or by reason of the judgment, ruling, order of any court or agency of competent jurisdiction, or materially altering the law or regulations covering the subject matter of this Agreement or any other change in such law or regulations subsequent to the execution of this Agreement. However, if the force majeure event continues for thirty (30) consecutive days the party not directly affected by it may terminate this Agreement immediately upon written notice to the other party without penalty to it. (h) Non -Solicitation of Employees. During the term of this Agreement and for one (1) year thereafter, neither Party may (without the prior written consent of the other Party) actively solicit any person employed then or within the preceding year by the other Party and involved directly or indirectly in the performance of this Agreement. Such consent may be withheld in the other Party's sole discretion. The term "actively solicit" does not include any employment of the other Party's personnel through means of advertisements, job postings, job fairs and the like and any employment where the individual has made the initial approach to the hiring Party. (i) Assignment. Neither party may assign any rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement without the consent of the other party to a parent company, controlled affiliate, or affiliate under common control with the assigning party. Notwithstanding the foregoing, IRx may assign this Agreement to Paramount Rx, or in connection with a sale of assets, or other business combination, without the consent of Client. 0) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided, however this agreement may not be assigned by either Party without the expressed written consent of the other Party. (k) Severability and Waiver. The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. The waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. (1) Headings. The headings to the sections and subsections of this Agreement shall be disregarded in its interpretation. (m) Dispute Resolution Procedures. The parties shall make a good faith effort to resolve any disputes arising during the term of this Agreement. (i) If the parties are unable to resolve the dispute through informal discussions, either party may submit a written complaint to the other party describing the dispute and proposing a manner of resolving such dispute. The party receiving such complaint shall respond by accepting, rejecting, or modifying such proposed resolution, in writing, within thirty (30) days of the date of receipt of such complaint. (ii) If the parties are still unable to resolve the dispute and only after both parties have determined through proper documentation that they have complied with Section 9(m)(i) above, then both parties shall agree to Executive Dispute Resolution. Executive Dispute Resolution requires each party to meet in person for a reasonable amount of time at a mutually agreeable location. This meeting shall be attended by at least one senior member of each company with the authority to settle disputes arising from this Agreement. City of Santa Ana —Discount Card Client Services Agreement _4.18.2012