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DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501D979EB000 <br />14, Publicity. Upon execution of this Agreement, Ascentis may use Client's name and logo on its website, <br />marketing materials, and in its client lists. Neither Party may issue a press release regarding the existence or terms <br />of this Agreement, nor any services or subsequent work performed hereunder, without first obtaining written <br />approval of the other Party (which approval shall not be unreasonably withheld). <br />15. Third P_ar4y Providers. The Services may enable Client to actress and use other products or services not <br />provided directly by Ascentis. Such third -party products or services May be provided to Client by third party <br />Providers pursuant to a separate agreement between Client and tlxe third -parry provider. Any exchange of data or <br />other interaction between Client and a third -party provider, and any purchase by Client of any product or service <br />offered by a third -party provider, is solely between Client and the third -party provider. Client uses such third -party <br />products or services at its own risk and Ascentis is not responsible for such third -party products or services or the <br />actions or inactions of any third -party product or service providers, or the handling of Client`s data once Ascentis <br />transmits it to a third -party provider pursuant to Client's instructions. <br />16. Non -Solicitation,. During the Term of this Agreement and for a period of one ( l) year thereafter, each Party <br />agrees that it will not, directly or indirectly, solicit, recruit or hire any of tilt employees of the other Party or <br />otherwise induce such employees to terminate their employment with the other Party, However, noticing contained <br />herein shall preclude the hiring of any such employees who: (i) respond to a general solicitation of employment <br />through an advertisement not specifically targeted at the other party or its employees, or (ii) are referred to a Party <br />by search firms, employment agencies, or other similar entities, provided that such entities have not been <br />specifically instructed to solicit employees of the other Party, <br />17. Gene1W. This Agreement is made in and shall be governed by the laws of the State of Minnesota, without <br />regard to the choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in the federal <br />acrd state courts situated in Hennepin County, Minnesota, and each Parry waives sny objection to the adjudication <br />of disputes in that forum. Except for actions for non-payment or breach of Ascentis' proprietary rights in the <br />Services, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one <br />year after the cause of action accrued. This Agreement, including and together with any related Order Forms, SOWS, <br />Exhibits, and the Services Descriptions constitutes the entire agreement between the Panties regarding use of the <br />Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, <br />concerning its subject matter, Nothing in this Agreement is meant to create or creates any rights, obligations, or <br />benefits directly or indirectly to any party not a signatory of this Agreement. The sole relationship between the <br />Parties is that of independent contractors. Ascentis is not liable for any delay or failure to perform due to causes <br />beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having <br />competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts <br />and provisions of this .Agreement, which shall remain in full force and effect. No waiver of any terra of this <br />Agreement shall be deemed a further or continuing waiver of such term or any other term. Except for an Order <br />Form or SOW executed by both Parties, na purchase order or other ordering document that purports to modify or <br />supplement the printed text of this Agreement shall acid to or vary the terms of this Agreement; any such ordering <br />document shall be considered a purely administrative document on Client's behalf and shall not modify this <br />Agreement in any way. Except as otherwise specifically stated herein, remedies shall be cumulative And there shall <br />be no obligation to exercise a particular remedy. The headings in this Agreement are for reference only and shall <br />not affect the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each <br />of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which <br />together shall constitute but one and the same 'instrument. Signatures to this Agreement transmitted by facsimile, <br />by electronic mail in "portable document format„ (" pdf ), or by any other electronic means will have the same <br />effect as physical delivery of the paper document bearing the original signature, <br />Ascends MSA v.020418 Page 5 of 6 <br />