AgdaPkt 2005-02-07 - Laserfiche WebLink

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lo. f-Cs 8. Tennination. Either Party upon tendering ten (10) days written notice to the other Party may tenninate this Agreement. Redwood City will be paid for any work that it perfonns up to and including the tennination date. 9. Dispute Resolution. Any controversies between the Parties regarding the construction or application of the Agreement, as may be amended, and claims arising out of the Agreement, as may be amended, or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party and service of that request on the other Party. The Parties may agree on one mediator. If they cannot agree on one mediator within a reasonable time, the Party demanding mediation shall request the Superior Court of San Mateo County' to appoint a mediator. The mediation meeting shall not exceed one day (1) eight (8) hours. The Parties may agree to exceed the time allowed for mediation under the Agreement. The cost of mediation shall be borne by the Parties equally. Mediation under this section is a condition precedent to filing an action in any court. In the event mediation or litigation arises out of any dispute related to the Agreement, as may be amended, the Parties shall each pay their respective attorneys fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. 10. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceeding to any other county. 11. Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be part of such paragraphs and will not be construed to change the meaning thereof. 12. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the tenus of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 13. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Parties each represent and warrant that they have the legal power, right and actual authority to the Parties to the tenus and conditions of this Agreement. 14. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original.