IPS GROUP, INC. 1-2013 - Laserfiche WebLink

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9. Authorization. Each party warrants to the other party that the individuals executing this Agreement are authorized to do so. 10. Force Majeure. If any party is prevented from performing its obligation stated in this Agreement by any event not within the reasonable control of that party, including, but not limited to, an act of God, public enemy, or war, fire, an act or failure to act of a government entity (except on the part of the CITY), unavailability of materials, or actions by or against labor unions, it shall not be in default in the performance of its obligations stated in this Agreement. PROVIDED, HOWEVER, any party delayed by such an event shall request an extension of time to perform its obligations stated in this Agreement by notifying the party to which it is obligated within ten days following the event. If the notified party agrees that the event was the cause of the delay, the time to perform the obligations stated in this Agreement shall be extended by the number of days of delay caused by the event. If the required notice is not given by the delayed party, no time extension shall be granted. 11. Confidentiality/Intellectual Property. IPS understands the nature of public information the requirement for the CITY to adhere to all rules and laws that apply to pubic information, such as Freedom of Information Act, Public Information Requests, and the like; However, the CITY also understands that the equipment provided by IPS contains intellectual property, copyrights and trade secrets that do not exist in the public domain. Therefore, the CITY agrees that it will not knowingly agree, assist, or sell any equipment of allow any third party to gain access to equipment, software, documentation provided by IPS for the purposes of reverse engineering or evaluation without the written consent of IPS. 12. Severability. If any provision in this Agreement subsequently is determined to be invalid, illegal, or unenforceable, that determination shall not affect the validity, legality, or enforceability of the remaining provisions stated in this Agreement unless that effect is made impossible by the absence of the omitted provision. 13. Binding Document. The CITY and IPS each binds itself, its partners, successors, assigns and legal representatives to the other party hereto in respect to all covenants, conditions, and obligations contained in the Agreement. 14. Venue. This Agreement shall be governed by the laws of the State of California as now and hereafter in force. The venue for actions arising out of this Agreement shall be in San Diego, CA. 15. Entire Agreement; Modification. This Agreement between the parties consists only of the express written terms and conditions set forth in this Agreement. All understandings and agreements made between the parties are superseded by this Agreement, which alone fully and completely express the parties' understanding. There are no promises or agreements, oral or otherwise, inducing entry into this Agreement, except only as expressly in writing herein. The parties are relying only on the express terms, conditions and agreements set forth in this Agreement. The parties further agree that any promise or agreement, not expressly set forth in writing and signed by both parties, cannot be relied upon and will not be valid or enforceable.