4.2. ERMUSR 07-12-2016 - Laserfiche WebLink

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PROFESSIONAL SERVICES AGREEMENT 16.Dispute Resolution: If a dispute arises out of or relates to this Agreement, or the obligations of the parties therein, and if the dispute cannot be settled through negotiation,the parties agree first to try in good faith to settle the dispute by mediation using the Commercial Mediation Rules of the American Arbitration Association (AAA) before resorting to arbitration, litigation, or some other dispute resolution procedure. Thereafter, any unresolved controversy or claim arising from or relating to this contract or the obligations of the parties hereunder shall be settled by arbitration administered by a retired judge with experience in arbitrating.The retired judge selected must be mutually agreed upon by both parties. If a retired judge is not available, the parties will agree to another mutually agreeable arbitration administrator. Any judgment(s)on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof within the state of Minnesota. 17.Miscellaneous: (a) This Agreement is binding upon and will inure to the benefit of the Client and Consultant and their respective successors and assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. (b) Client expressly agrees that all provisions of the Agreement, including the clause limiting the liability of Consultant, were mutually negotiated and that but for the inclusion of the limitation of liability clause in the Agreement, Consultant's compensation for services would otherwise be greater and/or Consultant would not have entered into the Agreement. (c) If any provision of this Agreement is invalid or unenforceable,the remainder of this Agreement shall continue in full force and effect and the provision declared invalid or unenforceable shall continue as to other circumstances. (d) This Agreement shall be governed by,and construed in accordance with,the laws of the State of Minnesota. (e) In any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover, as part of its judgment, reasonable attorneys'fees and costs from the other party. IN WITNESS WHEREOF, the parties have signed this Agreement the date first written above. Client: By , I Its 6eUver--4 \ v ttVt.A5Er Collaborative Learning, Inc. DBA Collaboration Unlimited By: lio4Q4e.2„ Its President Attachments: Exhibit A Fees for Services Exhibit B Scope of Services 4 89