Laserfiche WebLink
7. Joinder of Additional Parties. <br />Additional parties may, subject to the unanimous approval of all current parties, and upon approval of <br />Lucity, and execution of a sublicense agreement, become parties to this Agreement, upon which the <br />parties shall adjust the financial responsibility of each based upon each entity's population. <br />8. Miscellaneous. <br />a. Assi n ment. Except as otherwise provided in this Agreement, no party may assign the Agreement <br />and/or any of its rights and obligations hereunder without the prior written consent of the other parties. <br />b. Mew. This Agreement represents the entire agreement between the parties with respect to the <br />subject matter hereof and all prior agreements, understandings, or negotiations shall be deemed merged <br />herein. No representations, warranties, promises, or agreements, express or implied, shall exist between <br />the parties, except as stated herein. <br />C. Amendment. No amendment to this Agreement shall be made or deemed to have been made <br />unless in writing, as agreed upon and executed by all parties. <br />d. Governing Law. This Agreement shall be interpreted and enforced according to the laws of the <br />State of Colorado. Venue for any action hereunder shall be in Boulder District Court, Colorado. <br />e. Authori . The parties represent that each has taken all actions that are necessary or that are <br />required by its procedures, bylaws, or applicable law to legally authorize the undersigned signatories to <br />execute this Agreement on behalf of the parties and to bind the parties to its terms. <br />f. Severability. To the extent that this Agreement may be executed and performance of the <br />obligations of the parties may be accomplished within the intent of the Agreement, the terms of the <br />Agreement are severable, and should any term or provision hereof be declared invalid or become <br />inoperative for any reason, such invalidity, or failure, shall not affect the validity of any other terms or <br />provision hereof. <br />g. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any <br />other term, or the same term upon a subsequent breach. <br />h. No Third Party Bene aciaries. It is expressly understood and agreed that enforcement of the terms <br />and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly <br />reserved to the parties hereto and nothing contained in this Agreement shall give or allow any such claim <br />or right of action by any other or third person under this Agreement. It is the express intention of the <br />parties to this Agreement that any person or entity other than the parties receiving services or benefits <br />under this Agreement be deemed an incidental beneficiary only. <br />i. Changes in Law. This Agreement is subject to such modifications as may be required by changes <br />in state law. Any modification shall be discussed and agreed upon by the parties and be incorporated in <br />this Agreement by a written amendment signed by the parties. <br />j. Paragraph Headings. The captions and headings set forth in this Agreement are for convenience <br />or reference only and shall not be construed so as to define or limit its terms and provisions. <br />k. Counterparts. This Agreement may be executed in counterparts. Signatures on separate originals <br />shall constitute and be of the same effect as signatures on the same original. Electronic and faxed <br />signatures shall constitute original signatures. <br />3 <br />30 <br />