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9. Interpretation. This Agreement has been negotiated at arm's length and shall be <br />construed as the product of a joint effort by the Parties. Any rule or law that would <br />require interpretation of any term or ambiguity in this Agreement against the Party that <br />drafted the applicable provision is waived. The Recitals to this Agreement are material <br />terms hereof. <br />10. Integration. This Agreement sets forth the Parties' final and complete understanding <br />regarding the subject matter hereof and supersedes all prior communications, negotiations <br />and agreements, whether written or oral. The Parties represent and warrant that they are <br />not entering into this Agreement in reliance upon any representation, promise or <br />understanding that is not expressly set forth in this Agreement. <br />11. Amendments. This Agreement may not be modified except by a writing signed by the <br />Parties. Oral modifications are prohibited. <br />12. Successors and Assigns. This Agreement shall be binding on and shall inure to the <br />benefit of the Parties' successors and permitted assigns. <br />13. Attorneys' Fees and Costs. <br />attorneys'Subject to the payment of attorneys' fees to plaintiffs as <br />required by paragraph 1, each Party shall bear its own attorneys' fees, expenses, and costs <br />incurred in connection with this Agreement, and the Lawsuit. <br />14. Cooperation. Each Party agrees to cooperate in the performance of this Agreement and <br />to promptly take such actions and to prepare and execute such documents as may be <br />reasonably necessary to carry out the Parties' mutual intent, whether or not such actions <br />or documents are expressly described in this Agreement. <br />15. Legal Representation. The Parties are represented by counsel and have had the <br />opportunity to obtain, and have obtained, the advice and assistance of counsel in <br />connection with this Agreement. <br />16. Counterparts. This Agreement may be executed in counterparts and/or facsimile or other <br />electronic means, and, when taken together with other signed counterparts, shall <br />constitute and be deemed a single original Agreement, which shall be binding upon and <br />effective as to all Parties; <br />17. Enforcement of Agreement. It is the intention of the Parties that this Agreement is to be <br />admissible in court and enforceable by any Party should legal proceedings be required to <br />enforce the terms of either Agreement. This Agreement shall be deemed to have been <br />executed and delivered within the State of California, and the rights and obligations of <br />the Parties shall be construed and enforced in accordance with, and governed by, the laws <br />of the State of California; <br />18. Authori . Each person signing this Agreement represents and warrants that they are <br />fully authorized to do so and to bind the Party for whom they are signing. <br />Page 8 of 10 <br />