5.1 ERMUSR 06-14-2022 - Laserfiche WebLink

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of Minnesota without giving effect to any choice or conflict of law doctrine that otherwise might be applicable. 12.2.Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating in any way to this Agreement or the transactions contemplated hereby will be instituted exclusively in the courts of competent jurisdiction located in the State of Minnesota. The parties hereto consent to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, and consent to personal jurisdiction in such courts. 12.3. Notice. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and will be deemed effectively given (a) on the date delivered by hand, sent by facsimile (with evidence of successful transmittal), or sent by e-mail (with evidence of successful transmittal) if delivered/sent during normal business hours of the recipient, and on the next business day if delivered/sent after normal business hours of the recipient; (b) on the second business day after delivery to a nationally recognized overnight courier; or (c) on the third business day after the date mailed by certified or registered mail, postage prepaid. Such communications must be sent to the respective parties at the following address: (a) if to the Utilities, to the address of its then principal office; and (b) if to Employee, to the address last shown in the records of the Utilities. 12.4. Entire Agreement. This Agreement, together with all related exhibits and schedules, any other documents incorporated herein by reference, and any and all other documents, instruments, or other agreements executed in connection with this Agreement or otherwise executed in connection with or arising out of the transactions contemplated by this Agreement, constitute the sole and entire agreement and understanding of the parties hereto with respect to the subject matter hereof and thereof, and replace and supersede any and all prior oral and written understandings, agreements, representations, warranties, and discussions with respect to such subject matter. 12.5. Payments. All amounts paid under this Agreement will be subject to normal withholdings or such other treatment as required by law. 12.6. Survival of Sections 5 & 7-10. Employee’s confidentiality, inventions, and noncompete and other obligations set forth at Section 5 and Sections 7through 10 of this Agreement will survive the termination of this Agreement and Employee’s termination of employment with the Utilities, regardless of the reason for such terminations. 12.7. Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which will be deemed an original copy of this Agreement but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail attachment, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 12.8. Successors and Assigns. This Agreement is personal in nature to the Employee and the Employee will not assign, transfer, or delegate any right, interest, or obligation hereunder in whole or in part, without the prior written consent of the Utilities. The rights, interests, and obligations of the Utilitiesunder this Agreement may, in the discretion of the Utilities, be 11 48943343v3 151