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10. General Provisions. <br /> 10.1 Amendment. This Agreement shall be amended only in writing duly executed by <br /> all the parties to this Agreement. <br /> 10.2 Assi nom. 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 /> 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 /> 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 /> 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 /> 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 /> 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 <br /> FORM:OGC-SC 102 <br /> Form Date:11.16.10 <br /> Form Revision Date:05.13.16 <br /> 4 <br />