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<br />4 <br /> <br />hereto in connection with this Agreement shall be brought in Minnesota District Court located in Ramsey <br />County, Minnesota, and Licensee expressly agrees to be subject to the personal jurisdiction of said court as <br />a material term of this Agreement. <br />15. No Assignment. This Agreement shall be binding on the parties hereto and their respective <br />successors. Except as expressly permitted under Section 10 above, neither party may, or shall have the <br />power to, assign this Agreement, and/or any rights and/or obligations hereunder without the written consent <br />of the other party. <br />16. Waiver. At no time shall any failure or delay by either party in enforcing any provisions, <br />exercising any right or option, or requiring performance of any provisions, be construed to be a waiver of <br />same. A waiver by either of the parties of any of the covenants to be performed by the other or any breach <br />thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant <br />herein contained. <br />17. Entire Agreement. This Agreement constitutes the entire agreement between the parties <br />with respect to the subject matter contained in this Agreement and supersedes all previous agreements. <br />18. Amendment. No change, modification, amendment, supplement to or waiver of this <br />Agreement (or any provisions hereof) shall be binding upon the parties unless made in writing and duly <br />signed by both parties. <br />19. Counterparts. This Agreement may be executed in counterparts, each of which shall <br />constitute an original and together shall constitute one and the same instrument. <br />20. Proposed Sale of License Area to Licensee. Concurrent with the execution of this <br />Agreement, Licensor and Licensee are engaged in discussions regarding the sale of the License Area to <br />Licensee. The parties agree to work together in good faith following the Effective Date to agree upon the <br />terms of such sale. Upon the sale of the License Premises to Licensee, this Agreement shall automatically <br />terminate and thereafter be null and void and of no further force or effect; provided, that each party shall, <br />upon the request of the other party, execute and record such documents as may be reasonably required to <br />evidence such termination of record. <br /> <br />(Signatures appear on the following page) <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />