ST. JOSEPH HEALTH SYSTEM - 2017 - Laserfiche WebLink

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with the other. Should the Parties enter into any such further agreement, this Agreement shall not terminate but shall continue in full force and effect according to the terms and conditions hereof, unless otherwise agreed upon in writing by both Parties. 9. Either Party may terminate this Agreement with thirty (30) days' prior written notice to the other Party. The obligations of confidentiality and non-use hereunder will survive for a period of one (1) year from the disclosure of any such Confidential Information provided, however, that such obligations with respect to trade secrets included in the Confidential Information and identified and maintained as trade secrets by the Discloser will continue for so long as such trade secrets retain their legal status as trade secrets. 10. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts of law provisions. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the Parties agree that such action will be brought in the Orange County Superior Court or U.S. District Court for the Central District of California (Southern Division), as appropriate, and the Parties hereby submit to the jurisdiction of said courts. 11. Recipient agrees that: (a) money damages may not be a sufficient remedy for any breach of this Agreement by Recipient, any of its affiliates, or any of its or their Representatives; (b) in addition to any other remedies at law or in equity that Discloser may have, Discloser shall be entitled to equitable relief, including injunction and specific performance in the event of any breach or threatened breach of the provisions of this Agreement; and the Recipient hereby acknowledges that the Discloser is entitled to seek, in accordance with all legal requirements, any preliminary or ex parte applications for such relief to any court of competent jurisdiction. Such remedies shall not be deemed to be exclusive remedies for the breach or threatened breach of this Agreement but shall be in addition to all other remedies at law or in equity. 12. This Agreement contains the entire understanding and agreement of the Parties with respect to the subject matter hereof, and there are no representations, warranties, promises or undertakings other than those contained herein. As to the subject matter hereof, this Agreement supersedes and cancels all previous agreements between the Parties hereto. No course of conduct or dealing between the Parties shall act as a modification or waiver of any provision of this Agreement, and only a modification or waiver which is contained in a single document signed by both Parties shall be effective; provided, however, no such waiver shall be construed as any other waiver of any term, condition or obligation of this Agreement. 13. This Agreement is binding on Recipient, its officers, agents, employees, consultants, and Representatives. This Agreement is not assignable or transferable by Recipient without prior written authorization from Discloser, and any such attempted transfer is null and void. 14. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement and the other provisions hereof shall remain in full force and effect in such jurisdiction and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, nor shall the invalidity or unenforceability of any provision of this Agreement with respect to any person or entity affect the validity or enforceability of such provision with respect to any other person or entity.