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<br /> <br />FORM: OGC-SC102 <br />Form Date: 11.16.10 <br />Form Revision Date: 05.13.16 <br />4 <br /> <br />10. General Provisions. <br /> <br /> 10.1 Amendment. This Agreement shall be amended only in writing duly executed by <br />all the parties to this Agreement. <br /> <br /> 10.2 Assignment. The parties may not assign any rights or obligations of this <br />Agreement without the prior written consent of the other party. Any assignment attempted to be <br />made in violation of this Agreement shall be void. <br /> <br /> 10.3 Entire Agreement. This Agreement (including all documents attached or <br />referenced) is intended by the parties as the final and binding expression of their agreement and <br />as the complete and exclusive statement of its terms. This Agreement cancels, supersedes and <br />revokes all prior negotiations, representations and agreements between the parties, whether oral <br />or written, relating to the subject matter of this Agreement, including without limitation, any <br />non-disclosure agreements. The terms and conditions of any purchase order or similar document <br />submitted by Company in connection with the services provided under this Agreement shall not <br />be binding upon University. <br /> <br /> 10.4 Force Majeure. No party to this Agreement shall be responsible for any delays or <br />failure to perform any obligation under this Agreement due to acts of God, strikes or other <br />disturbances, including, without limitation, war, insurrection, embargoes, governmental <br />restrictions, acts of governments or governmental authorities, and any other cause beyond the <br />control of such party. During an event of force majeure the parties’ duty to perform obligations <br />shall be suspended. <br /> <br /> 10.5 Governing Law and Jurisdiction. The internal laws of the state of Minnesota shall <br />govern the validity, construction and enforceability of this Agreement, without giving effect to <br />its conflict of laws principles. All suits, actions, claims and causes of action relating to the <br />construction, validity, performance and enforcement of this Agreement shall be in the courts of <br />Hennepin County, Minnesota. <br /> <br /> 10.6 Independent Contractor. In the performance of their obligations under this <br />Agreement, the parties shall be independent contractors, and shall have no other legal <br />relationship, including, without limitation, partners, joint ventures, or employees. Each party’s <br />employees (i) shall be regarded as the employees of such party and shall not be regarded as the <br />employees of the other party; (ii) shall be subject to the employment policies and procedures of <br />such party and shall not be subject to the employment practices and procedures of the other <br />party; and (iii) shall not be entitled to any employment benefits of the other party. Neither party <br />shall have the right or power to bind the other party and any attempt to enter into an agreement in <br />violation of this Section 10.6 shall be void. Neither party shall take any actions to bind the other <br />party to an agreement. <br /> <br /> 10.7. Notices. All notices and other communications that a party is required or elects to <br />deliver shall be in writing and shall be delivered personally or by a recognized courier service or <br />by United States Mail (first-class, postage pre-paid, certified return receipt requested) to the