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statutes, laws, or regulations. The arbitration will be conducted in accordance with the arbitration <br /> rules promulgated under the CPR Institute for Dispute Resolution's ("CPR")Rules for Non- <br /> Administered Arbitration of Business Disputes then prevailing. To the extent that the provisions of <br /> this Agreement and the prevailing rules of CPR conflict,the provisions of this Agreement will <br /> govern. The arbitrator(s)will be required to furnish, promptly upon conclusion of the arbitration,a <br /> written decision, setting out the reasons for the decision. The arbitration decision will be final and <br /> binding on the parties,and the decision may be enforced by either Party in any court of competent <br /> jurisdiction. Each Party will bear its own expenses and an equal share of the expenses of the third <br /> arbitrator and the fees, if any, of the CPR. <br /> 16.11.3. The Parties agreement to waive their right to a jury trial will be binding on their respective <br /> successors and assignees. <br /> 16.12. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals <br /> hereunder shall be in writing and shall be deemed to have been given upon: (i)personal delivery, (ii)the <br /> second business day after mailing, (iii)the second business day after sending by overnight delivery, (iv) <br /> the second business day after sending by confirmed facsimile, or(iv), except for legal notices,the first <br /> business day after sending by email. All legal notices shall be clearly identified as such. <br /> 16.13. Severability. If any provision of this Agreement or its applications to particular circumstances is <br /> determined by a court of competent jurisdiction to be invalid or unenforceable,that provision(or its <br /> application to those circumstances)will be deemed stricken and the remainder of this Agreement(and the <br /> application of that provision to other circumstances)will continue in full force and effect insofar as it <br /> remains a workable instrument to accomplish the intent and purposes of the parties; the parties will replace <br /> the severed provision with the provision that will come closest to reflecting the intention of the parties <br /> underlying the severed provision but that will be valid, legal, and enforceable. <br /> 16.14. Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be <br /> liable for any delay or failure in performance due to events outside the defaulting Party's reasonable <br /> control, including without limitation acts of God, earthquake, labor disputes, industry wide shortages of <br /> supplies, actions of governmental entities,riots, war, terrorism, fire, epidemics, or delays of common <br /> carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting <br /> Party shall be extended for a period equal to the period during which such event prevented such Party's <br /> performance. <br /> 16.15. No Third Party Rights. This Agreement is entered into only for the benefit of Customer and <br /> Itron and no other person or entity shall have the right to enforce any of its terms. <br /> 16.16. Authorization. Each Party represents and warrants that the signing, delivery and performance of <br /> this Agreement has been properly authorized. <br /> 16.17. Counterparts. This Agreement may be executed by facsimile or scan and in counterparts,which <br /> taken together shall form one legal instrument. <br /> [Signature Page Follows] <br /> 127 <br />