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`I 1 A • 0 • <br />violation of applicable laws, rules, or regulations. <br />Section 11. TERM AND TERMINATION. <br />11.1 Term. This MSA shall be effective from <br />Company's acceptance of this MSA and shall continue until <br />the expiration or termination of all Ordering Documents <br />("Term"). <br />11.2 Termination For Cause, This MSA may be <br />terminated by either Party in the event the other Party <br />materially breaches this MSA and fails to cure such breach <br />within thirty (30) days of the receipt of notice of the <br />alleged breach. In addition, 4Sight shall have the right to <br />terminate this MSA upon ten (10) days prior written notice <br />in the event that Company fails to pay 4Sight in accordance <br />with Section 3 above or Company's use of the Service in <br />any manner not otherwise permitted in this Agreement. <br />11.3 Termination for Convenience. 4Sight may <br />terminate, this Agreement or Ordering Document in whole <br />or in part, at any time upon thirty (30) days written notice, <br />for any reason, when the 4Sight determines that such <br />termination is in its best interests. <br />11.4 Immediate Termination. This MSA may be <br />terminated immediately upon written notice by either <br />party to the other party upon the occurrence of any of the <br />following events: (a) the filing by or on behalf of either <br />party of any voluntary or involuntary petition in <br />bankruptcy, dissolution or liquidation; or (b) the <br />assignment of fifty percent (50%) or more of the assets of <br />either party for the benefit of Its creditors. <br />11.5 Consequences of Termination. Upon termination <br />of this Ni Company agrees that it shall be responsible <br />for payment of Services In accordance with Section 3 of <br />this MSA subsequent to the effective date of termination if <br />the related Services were rendered during the Term. <br />Outstanding payment obligations in accordance to Sections <br />3 and Confidential Information obligations in accordance <br />to Section 5 of this MSA shall survive any termination of <br />this MSA. <br />Section 12. GENERAL. <br />12.1 Imo. This MSA shall be governed by and <br />construed in accordance with the laws of the State of <br />Delaware. In the event any provision of this MSA is <br />declared to be unenforceable the remaining provisions <br />shall continue in full force and effect. <br />12.2 Arbitration. Any controversy, claim or dispute <br />arising out of or relating to this MSA orthe breach thereof <br />shall be exclusively settled by confidential binding <br />arbitration in accordance with the commercial rules of the <br />American Arbitration Association ('AAA") then in effect. <br />There shall be a single qualified arbitrator mutually chosen <br />by the Parties in accordance with the selection and <br />appointment procedures of the AAA. The fees charged by <br />the AAA and costs of the arbitrator (e.g., compensation, <br />travel, etc.) related to the arbitration shall be borne <br />equally by the Parties. All such arbitration proceedings, <br />including without limitation the fact of an arbitration, shall <br />be conducted on a confidential basis and shall be deemed <br />to be Confidential Information, <br />12.2 Entire Agreement. This MSA, and applicable <br />Ordering Document incorporated by reference contain the <br />full and complete understanding and agreement between <br />the Parties relating to the subject matter hereof and <br />supersede all prior and contemporary understandings and <br />agreements, whether oral or written, relating such subject <br />matter hereof. Paragraph titles or captions contained <br />herein are inserted only as a matter of convenience and for <br />reference, <br />12.3 Amendments/Changes. Any modification or <br />amendment to this MSA shall be effective only if in writing <br />and signed by both Parties. Any change to an Ordering <br />Document shall be documented in a written amendment <br />mutually agreed upon and executed by the Parties (an <br />"Amendment"). <br />12.4 Cooperative Purchasing Clause. Any member, current <br />or future, within the state/commonwealth shall be allowed <br />to participate in this agreement during the life of the <br />contract. <br />While this clause in no way commits any agency to <br />purchase from state or <br />commonwealth/county/city/government entity's awarded <br />contractor, nor does it guarantee any additional orders will <br />result, it does allow state or <br />commonwealth/county/city/government entity to make <br />use of terms and conditions (provided said agreement <br />satisfied their own procurement guidelines) and purchase <br />directly from the awarded contractor. All purchases made <br />by other state or commonwealth/county/city/government <br />entity shall be understood to be transactions between that <br />state or commonwealth/county/city/government entity <br />and the awarded vendor; the originating state or <br />commonwealth/county/city/government entity shall not <br />be responsible for any such purchases. <br />12.5 Noticp• All notices required or permitted under <br />the MSA or Ordering Document shall be in writing and <br />delivered by any method providing for proof of delivery. <br />Any notice shall be deemed to have been given on the <br />date of receipt. Notices to 4Sight and Company shall be <br />delivered to the following addresses: <br />4Sight, Inc. Company <br />633 Alvarado Street Address <br />San Francisco, CA 94114 <br />Attn: John Defalco Attn: <br />Email: john@4sightlabs.com Email: <br />12.6 Assignment. This MSA shall be binding upon and <br />6735516v.4 <br />