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S. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to <br />Recipient any license or other rights under any patents, patent applications, copyrights, trademarks, <br />trade secrets, inventions or any other intellectual property owned by Discloser, nor shall this <br />Agreement be deemed a commitment of any kind by either Party to enter into any further agreement <br />with the other. Should the Parties enter into any such further agreement, this Agreement shall not <br />terminate but shall continue in full force and effect according to the terms and conditions hereof, <br />unless otherwise agreed upon in writing by both Parties. <br />9. Either Party may terminate this Agreement with thirty (30) days' prior written notice to the <br />other Parry. The obligations of confidentiality and non-use hereunder will survive for a period of <br />one (1) year from the disclosure of any such Confidential Information provided, however, that such <br />obligations with respect to trade secrets included in the Confidential Information and identified and <br />maintained as trade secrets by the Discloser will continue for so long as such trade secrets retain <br />their legal status as trade secrets, <br />10. This Agreement shall be governed and construed in accordance with the laws of the Slate of <br />California, without regard to conflicts of law provisions. in the event any legal action becomes <br />necessary to enforce or interpret the terms of this Agreement, the Parties agree that such action will <br />be brought in the Orange County Superior Court or U.S. District Court for the Central District of <br />California (Southern Division), as appropriate, and the Parties hereby submit to the jurisdiction of <br />said courts. <br />It. Recipient agrees that: (a) money damages may not be a sufficient remedy for any breach <br />of this Agreement by Recipient, any of its affiliates, or any of its or their Representatives; (h) in <br />addition to any other remedies at law or in equity that Discloser may have, Discloser shall be <br />entitled to equitable relief, including injunction and specific performance in the event of any breach <br />or threatened breach of the provisions of this Agreement; and the Recipient hereby acknowledges <br />that the Discloser is entitled to seek, in accordance with all legal requirements, any preliminary or <br />esparte applications for such relief to any court of competent jurisdiction. Such remedies shall not <br />be deemed to be exclusive remedies for the breach or threatened breach of this Agreement but shall <br />be in addition to all other remedies at law or in equity. <br />12. This Agreement contains the entire understanding and agreement of the Parties with respect <br />to the subject matter hereof, and there are no representations, warranties, promises or undertakings <br />other than those contained herein. As to the subject matter hereof, this Agreement supersedes and <br />cancels all previous agreements between the Parties hereto. No course of conductor dealing between <br />the Parties shall act as a modification or waiver of any provision of this Agreement, and only a <br />modification or waiver which is contained in a single document signed by both Parties shall be <br />effective; provided, however, no such waiver shall be construed as any other waiver of any tern, <br />condition or obligation of this Agreement. <br />13. This Agreement is binding on Recipient, its officers, agents, employees, affiliates, and <br />subsidiaries. This Agreement is not assignable or transferable by Recipient without prior written <br />authorization from Discloser, and any such attempted transfer is null and void. <br />14. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, such <br />provision shall be fully severable from this Agreement and the other provisions hereof shall remain <br />in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally <br />construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any <br />provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such <br />provision in any other jurisdiction, norshall the invalidity or unenforceability of any provision of this <br />