WEISSKER, HERMAN 1-2014 - Laserfiche WebLink

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Licensor or Licensee, and shall indemnify, defend and hold harmless Licensor, its officers, agents, employees and volunteers from all claims, demands, suits, actions or proceedings of any kind, and all costs and expenses, including but not limited to reasonable attorneys' fees, settlements or judgment, arising out of the construction, reconstruction, maintenance, presence, operation, use, removal or state of repair, of the License Area. 10. GOVERNING LAW This License shall be governed by and construed in accordance with the laws of the State of California, with venue in Orange County. 11. ENTIRE AGREEMENT This License, together with all attachments hereto, constitutes the entire understanding and agreement of the parties. It supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the terms set forth in this License and contains all the covenants and agreements between the parties with respect thereto. Each party to this License acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to such services, which are not embodied herein, and that no amendment hereto shall be effective unless set forth in writing, approved by both parties. 12. INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this License, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint venturers of the Licensor. This License does not create a tenancy of any nature whatsoever between the Licensor and Licensee. 13. ASSIGNMENT BY LICENSEE PROHIBITED In no event shall Licensee assign or transfer any of the rights conferred herein without the prior express written consent of the Licensor. 14. SEVERABILITY If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected, and shall remain in full force and effect. 15. CONFLICT OF INTEREST No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he /she is directly or indirectly interested.