Agmt17 Superion - Laserfiche WebLink

Browse Search

Details and the services provided by Superion hereunder and this or termination of this Agreement. Notwithstanding the foregoing, Agreement are subject to the Export Laws. Customer shall not violate the Superion acknowledges that Customer is a public entity that publicly Export Laws or otherwise export, re-export or use, directly or indirectly advertises its open positions. Accordingly, Superion agrees that (1) (including via remote access), any part of the Solution, Confidential Customer will not be in violation of this section if any Superion Information or services in a manner, or to or for any person or entity, for Personnel are hired by Customer through an open recruitment which a license or other authorization is required under the Export Laws process where the applicable Superion Personnel answers a general without first obtaining such license or authorization. advertisement for employment without having been solicited or recruited directly by Customer, and (2) the restriction on Customer 9.5. Relationship. The relationship between the parties created by hiring of Superion Personnel only applies to Superion Personnel this Agreement is that of independent contractors and not partners, joint providing services to Customer under this Agreement. venturers or agents. 9.6. Entire Understanding. In entering into this Agreement each party acknowledges and agrees that it has not relied on any express or implied representation, warranty, collateral contract or other assurance (whether negligently or innocently made), except those expressly set out in this Agreement. Each party waives all rights and remedies which, but for this Section 9.6, ml ;ht otherwise be available to it in respect of : any such representation 'whether negligently or innocently made), warranty, collateral contra ct or other assurance. Nothing in this Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation. 9.7. Modification and Waiver. No waiver of any breach of this Agreement, shall be effe :tive unless in writing and signed by an authorized representative of the p,srty against whom enforcement is sought. This Agreement may only be r,iodified in a writing signed by both parties. This Agreement may not be r iodified or amended by electronic means without written agreement of the parties with respect to formats and protocols. No waiver of any breac of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement. 9.8. Seierability, and Counterparts. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the tier pi Jvisions of this Agreement. This Agreement may be executed in ore or more counterparts, each of which shall be deemed an original and all of v'hich together shall constitute one and the same instrument. 9.9. Per.onnel. Customer acknowledges that: (a) Superion expends substantial time and money, on an ongoing basis, to recruit and train its programmers, trainers, data processing, customer support and professional services team personnel ("Superion Personnel"); (b) Superion's business is highly competitive, is marketed throughout the United States, Europe and in many other locations worldwide, and requires long sales lead times often exceeding one (1) year; and (c) if Customer were to hire Superion Personnel, then Superion may suffer lost sales opportunities and would incur substantial time and money in hiring and training replacement(s) for those Superion Personnel. Accordingly, if Customer, directly or through one or more subsidiaries or other controlled entities, hires any Superion Personnel at any time when such Superion Personnel is employed or engaged by Superion or during the six (6) months after such employment or engagement ends, then Customer shall pay to Superion as liquidated damages (and not a penalty) an amount equal to twelve (12) months of such Superion Personnel's salary and other compensation (including bonus or commission payments) at the time of leaving his/her employment or engagement with Superion. For purposes of this provision, "hire" means to employ as an employee or to engage as an independent contractor, whether on a full-time, part- time or temporary basis. This provision will remain in effect during the term of this Agreement and for a period of one (1) year after expiration ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT — EXHIBITS 1 THRU 6 REV: 09-27-17 PR Page 14 of 20