3.1. EDSR 03-27-2015 - Laserfiche WebLink

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Sportech, except as expressly set forth in this Agreement. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent may consult the advise of counsel with respect to any issues concerning the interpretation of its duties hereunder. EDA and Sportech hereby acknowledge such fact and indemnify and hold harmless Escrow Agent from any action taken by it in good faith in reliance thereon. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Escrow Agent may continue to hold the same or commence an action in interpleader and in connection therewith remit the same to a court of competent jurisdiction pending resolution of such dispute, and the Parties hereto hereby indemnify and hold harmless Escrow Agent for any action taken by it in good faith in the execution of its duties hereunder. 6. Amendment. This Agreement may not be amended or modified except by a written instrument signed by all of the parties to this Agreement. 7. Binding Effect. ffect. This Agreement and the terms and provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. 9. Notices. Any notice or demand given by any party to this Agreement to another party shall not be deemed given or served unless in writing and forwarded by (i) registered or certified mail, postage prepaid, (ii) by reputable overnight courier such as Federal Express, UPS, Airborne or others, or (iii) by email, addressed as follows: If to Sportech: Sportech, Inc. 10800 175th Avenue NW Elk River, MN 55330 Attn: Eric Stack, CFO Email Address: estackgsportechinc.com Copy to: Fabyanske, Westra, Hart & Thomson, P.A. 333 South Seventh Street, Suite 2600 Minneapolis, MN 55402 Attn: Jeffrey W. Jones, Esq. Email Address: jjones @fwhtlaw.com If to EDA: Economic Development Authority of the City of Elk River 13065 Orono Parkway Elk River, MN 55330 Attn: Director of Economic Development