Resolution 2011-05 - Laserfiche WebLink

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12. Any Party may withdraw from this Agreement by giving written notice to every other Party of its election to withdraw. 13. Any Party that withdraws from this Agreement, together with such Party's respective attorneys and consultants, remains subject to all provisions herein as they pertain to Common Interest Information theretofore received, but not as to subsequent information. Any Party that withdraws from this Agreement shall promptly destroy or return to the other Parties all Common Interest Information in its possession or in the possession of its attorneys or consultants. 14. Each Party understands and acknowledges that it is represented only by its attorneys in this matter, that while an attorney representing any other Party has a duty to preserve the confidences disclosed to him or her pursuant to this Agreement, the attorneys representing any other Party will be acting only as attorneys for that other Party and will owe a duty of loyalty to their respective client only. Each Party will pay for the services of its respective attorneys, 15. Each Party understands that the Parties may now or in the future have some adverse interests and that the sharing of some confidences pursuant to this Agreement may lead to potential conflicts of interest of the various attorneys in the future. The Parties do not intend that the exchange of Common Interest Information will be a basis for the future disqualification of their respective attorneys and consultants and agree that they will not move for disqualification of attorneys or consultants in any matter solely on account of the exchange of Common Interest Infonnation pursuant to this Agreement and waive any conflicts arising from the sharing of such confidences. 16. Colorado law shall control the interpretation and enforcement of this Agreement. This Agreement may be enforced in the Larimer County, Colorado, District Court by a temporary restraining order and injunction in the event of a breach or anticipatory breach. The Parties accept jurisdiction and venue in that court. Any modification to this Agreement shall be in writing and signed by all Parties. 17. This Agreement shall be binding upon the Parties, their agents, consultants, and respective attorneys, even after the Windy Gap Firming Project has been constructed and is operating. In addition, this Agreement shall be binding on the successors and assigns of the Parties, their agents, consultants, and respective attorneys. 18. Although the Parties are engaged in a common enterprise as described in paragraph C above, nothing in this Agreement shall be deemed to create a partnership, joint venture, and /or principal and agent relationship between the Parties and /or their respective attorneys or consultants. 19. If any provision of this Agreement is deemed invalid or unenforceable, the balance of the Agreement shall remain in full force and effect. 20. The Parties acknowledge that this Agreement is the result of joint negotiations among the Parties, and agree that this Agreement shall not be construed or interpreted against any Party on the grounds of sole or primary authorship. Page 4 of 6