Agmt17 Brainfuse, Inc. - Laserfiche WebLink

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Section 10.3 Entire Agreement This instrument contains the entire agreement between the parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the specific subject matter hereof, and may only be modified, altered, changed, or amended by agreement in writing signed by both parties. For the sake of clarity, this Agreement may not be amended or superseded by electronic consent to any other agreement, including, without limitation, any "click -through" or other electronic consent given by Library or any officer, employee, volunteer, contractor, or Library student. Section 10.4 Waiver No waiver, alteration, amendment, or modification of this Agreement, or any covenant, condition, or limitation contained in this Agreement is valid unless in writing and duly executed by the party to be charged therewith. Section 10.5 Illegalitv/Unenforceability In the event that any provision of this Agreement is declared illegal or unenforceable in any respect under applicable law, rule, or court decision, (1) the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired, and (2) this Agreement shall be construed so as to effectuate as nearly as possible the intent of said provision and the intent of the parties hereto. Section 10.6 Successors and Assigns This Agreement, and the rights and benefits under this Agreement, shall not be assignable, without the written consent of each of the parties hereto. Section 10.7 Authority The individuals executing this Agreement and the instruments referenced in it on behalf of Brainfuse each represent and warrant that they have the legal power, right and actual authority to bind Brainfuse to the terms and conditions of this Agreement. IN WITNESS WHEREOF the parties hereto have set their hands as of the date above written. The City of Redwood City By: IV'�` � (� Name: Melissa Stevenson Diaz J Title: City Manager ATT�_ee Pamela Aguilar, CityC rk ATTY/AGR/2017.276/BRAINFUSE, INC. REV: 11-17-17 JS BrainfuseXarrYlberzwePg Inc By: NameTitle: By: _ Name: Ale Sztuden Title: Chief Financial Officer Page 7 of 7