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CUSTOMER of its obligations (1) to pay any remaining unpaid balance for the total software license <br />fee (as per Schedule 1), and (2) to honor the terms of the Professional Services Agreement or the <br />Software Maintenance Agreement, which were independently executed and each of which must be <br />terminated in accordance with its terms. <br />C. All Software and documentation supplied hereunder by AssetWorks shall be and remain the <br />property of AssetWorks. Upon termination of this Agreement, whatever the reason, such Software <br />and documentation and any copies thereof made by CUSTOMER pursuant to Article III -B and C <br />shall be promptly returned to AssetWorks. <br />This Agreement shall not be assigned by either party without the prior written consent of the other party, <br />and any attempted assignment without such consent shall be void. No assignment of this Agreement <br />shall be valid until and unless consented to in writing by the consenting party and assumed by the <br />assignee in writing. When duly assigned in accordance with the foregoing, this Agreement shall be <br />binding upon and shall inure to the benefit of the assignee. <br />ARTICLE VII — CUSTOMER'S ENTERPRISE <br />CUSTOMER's application server(s) and database server(s) are as follows: <br />Location(s) <br />Application Server(s): Unlimited No restrictions <br />Database Server(s): Unlimited No restrictions <br />ARTICLE VIII - ENTIRE AGREEMENT <br />This Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, <br />oral or written, all previous negotiations and all other communications or understandings between <br />AssetWorks and CUSTOMER with respect to the subject matter hereof. It is expressly agreed that if <br />CUSTOMER issues a purchase order or other document for the services provided under this Agreement, <br />such instrument will be deemed for CUSTOMER'S internal use only, and any provisions contained therein <br />shall have no effect whatsoever upon this Agreement. This Agreement sets forth the sole and entire <br />understanding between AssetWorks and CUSTOMER with respect to the subject matter. No <br />amendments to this Agreement, either at the execution or subsequently, shall be binding on <br />AssetWorks or CUSTOMER unless agreed to in writing by both parties. <br />ARTICLE IX - GOVERNING LAW; DISPUTES <br />This Agreement, including its interpretation and enforcement, shall be governed by the law(s) of the Slate <br />of California. In any action at law or in equity to enforce or interpret the terms of this Agreement, the <br />prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other <br />relief ordered by the court. Such fees and costs will include those incurred in connection with the <br />enforcement of any resulting judgment or order, and any post judgment order will provide for the right to <br />receive such attorneys' fees and costs. <br />1. All provisions of this Agreement, which by their nature should survive termination of this <br />Agreement, will so survive. <br />2. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of <br />this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing or <br />subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by <br />consideration. <br />REV: 05-15-19 EI <br />Page 4 of 10 <br />ATTY/AG R.2019.130/Assetworks <br />