2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision, provided that such stricken clause is not material to the performance of this Agreement and neither Party is aggrieved by the omission of such clause or the reformation of this Agreement. 40. Survival The rights and obligations of the Parties under this Agreement that would by their nature survive the expiration or termination of this Agreement, including, but not limited to, those pertaining to further assurances, confidentiality, applicable laws and courts, safety and compliance with codes and other laws, warranty, indemnification, insurance, limitations of liability, and severability shall survive the expiration or termination of this Agreement. 41. Assignment Neither Party may assign or transfer any part of this Agreement without the written consent of the other Party. If for any reason the relationship between Distributor and Manufacturer ends, the Manufacturer will develop an agreement directly with the customer for continued service and support of the solution. Any other attempt to transfer or assign is void. 42. Governing Law and Venue This Agreement will be governed by, construed, and enforced in accordance with the laws, rules, and regulations of the State of Minnesota without regard to its conflicts of law principles. Venue for any legal proceedings arising from or concerning this Agreement shall be in the District Court in the County of Sherburne, State of Minnesota. 43. Publicity The Parties shall not at any time use the name or trademark of the other Party in any advertising or form of publicity without the prior written consent of the other Party. 44. Entire Agreement This Agreement and the appendices and documents incorporated herein by reference shall be deemed to include the entire Agreement between the Parties and shall supersede all other previous and contemporaneous understandings, commitments or representations, whether oral or written, and all subsequent oral agreements concerning the subject matter hereof Neither Distributor nor ERMU shall claim any modification resulting from any representation or promise made at any time, by an officer, agent or employee of either Party or by any other person unless such modification is in writing and signed by the Parties as an amendment or Change Order to this Agreement. Each Party acknowledges that the other Party has not made any representations other than those that are contained herein. All communications, including email, voicemail, and oral discussions in connection with this Agreement are for informational purposes only. Elk River Municipal Utilities 28 Core & Main LP 67