Agmt10 Granicus, Inc - Laserfiche WebLink

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12.3 Assignment: Successors and Assi~ns. Neither this Agreement nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written consent of the other party; provided. however, that, without the consent of the Client, Granicus may atisign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of the majority of Granicus' stock or substantially all of the assets or business relating to the portion of Granicus' operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns. 12.4 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 12.5 Governing: Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement. without regard to its conflict of law principles. Except for actions for injunctive relief relating to proprietary rights or enforcement or recognition of any award or order in any appropriate jurisdiction, actions relating to this Agreement shall be brought in the state or federal courts located in and serving San Francisco County. California. Each of the parties consents to the personal and exclusive jurisdiction of that COUlt for this purpose. 12.6 Consttuction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 12.7 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 12.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. 12.9 Entire Agreement. This Agreement, including the Proposal attached as Exhibit A, and other applicable exhibits (which may include the Contact Information attached as Exhibit B, the Hardware Exhibit attached as Exhibit C. the Trademark Information listed in Exhibit D, the Termination or Expiration Options Regarding Content provided in Exhibit E, and the Insurance Requirements listed in Exhibit F), is the entire agreement of the parties and replaces any other understandings or agreements (whether oral or written) between the parties regarding the subject matter of this Agreement. 12.10 Notices. All notices and other communications required or permitted under this Agreement must be in writing and hand delivered or sent by registered first-class mail. postage prepaid or by overnight courier service. Such notices 01' other communications shall be effective upon receipt if hand delivered, and ten (10) business days after mailing (01', for overnight courier. the number indicated in the mailing instructions) if sent, in the case of the Client, to the address set forth below and, in the case of Granicus, to its principal executive offices to the attention of the Chief Executive Officer, or at such other address for a party as may be specified by like notice. GRANICUS. INC. SEIWICE AGREEMENT 9 Version 4.1.2