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conflict, the terns of these General Terms shall supersede any exhibit, schedule, or Service Proposal. This Agreement may only
<br />be modified by a written document signed by duly authorized representatives of the parties. This Agreement shall not be
<br />supplemented or modified by any course of performance, course of dealing or trade usage. Customer and Hyland specifically
<br />acknowledge and agree that any other terms varying from or adding to the terns of this Agreement, whether contained in any
<br />purchase order or other electronic, written or oral communication, existing now or in the future, made from Customer to Hyland
<br />are rejected and shall be null and void and of no force or effect, unless expressly agreed to in writing by both parties. This
<br />Agreement will prevail over any conflicting stipulations contained or referenced in any other document.
<br />8.5 Notices. Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this
<br />Agreement shall be deemed effective: (a) when sent and made in writing by certified U.S. mail, return receipt requested,
<br />addressed and sent to Hyland at 28500 Clemens Road Westlake, OH 44145 Atm: General Counsel and to Customer at City
<br />Clerk, 1017 Middlefield Road, Redwood City, CA 94063, or to such other address or such other person as the party entitled to
<br />receive such notice shall have notified the party sending such notice of; or (b) when personally delivered and made in writing to
<br />the person and address identified as appropriate under (a) above.
<br />8.6 Bindine Effect: No Assi®ment. This Agreement shall be binding upon and a" inure to the benefit of the parties and
<br />their respective successors and permitted assigns. Neither party may assign, transfer or sublicense all or part of this Agreement
<br />or its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written
<br />consent of the other party; provided that such consent shall not be unreasonably withheld in the case of any assignment or
<br />transfer by a party of this Agreement in its entirety to the surviving entity of any merger or consofidation or to any purchaser of
<br />substantially all of such party's assets that assumes in writing all of such party's obligations and duties under this Agreement.
<br />Any assignment made without compliance with the provisions of this Section 8.6 shall be null and void and of no force or effect.
<br />8.7 Severabiliri. In the event that any term or provision of this Agreement is deemed by a court of competent jurisdiction
<br />to be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby
<br />authorized and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no
<br />longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this
<br />Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such
<br />provision and will not affect or render invalid or unenforceable any other provision of this Agreement.
<br />8.8 Subcontracting. Hyland may subcontract all or any part of the services, provided that Hyland shall remain responsible
<br />to Customer for the provision of any subcontracted services.
<br />8.9 Independent Contractor. The parties acknowledge that Hyland is an independent contractor and that it will be
<br />responsible for its obligations as employer for those individuals providing any services.
<br />8.10 Export. The Software, Third Party Software, Work Products and Documentation are subject to United States export
<br />control laws and regulations. Customer agrees to comply fully with all relevant regulations of the U.S. Department of Commerce
<br />and all U.S. export control laws, including, but not limited to, the U.S. Department of Commerce Export Administration
<br />Regulations (EAR), to assure that the Software, Third Party Software, Work Products or Documentation is not exported in
<br />violation of United States of America law. Customer agrees that it will not export or re-export the Software, Third Party
<br />Software, Work Products or Documentation to any organizations or nationals in the territories of Cuba, Iran, Iraq, North Korea,
<br />Burma (Myanmar), Sudan, Syria or any other territory or nation with respect to which the U.S. Department of Commerce, the
<br />U.S. Department of State or the U.S. Department of Treasury maintains any commercial activities sanctions program. Customer
<br />shall not use the Software, Third Party Software, Work Products, or Documentation for any prohibited end uses under applicable
<br />United States laws and regulations, including but not limited to, any application related to, or purposes associated with, nuclear,
<br />chemical or biological warfare, missile technology (including unmanned am vehicles), military application or any other use
<br />prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, mles or regulations
<br />of the United States ofAmerica.
<br />8.11 Iniunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this
<br />Agreement relating to Confidential Information and intellectual property rights will not be adequate for the aggrieved party's
<br />protection and, accordingly, the aggrieved party shall have the right to seek, in addition to any other relief and remedies available
<br />to it, specific performance or injunctive relief to enforce the provisions of this Agreement.
<br />8.12 Marketing and Publicitv.
<br />(a) References and Site Visits. From time to time, upon the mutual agreement of Hyland and Customer,
<br />Customer may make one or more employees available: (i) for telephone interviews with Hyland and/or third parties, relating to
<br />Hyland, the Software, Customer's use of the Software, the benefits Customer has derived from the Software or similar topics; and
<br />(ii) to participate in customer site visits. Hyland agrees that it shall reimburse Customer for any out-of-pocket travel, lodging,
<br />registration and meals costs and expenses that are incurred by any such employees of Customer in connection with any off site
<br />REV: 01-09-1815
<br />Page 7 of 51
<br />ATTY/AGR.2018.001/Hyland Onbase ACMS
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