2022-03-23 WS & CC Packet - Laserfiche WebLink

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violation of this Covenant may cause irreparable damage to the Company and to Ryan business and fiduciary relationship with the Company. Recipient agrees and consents that in the event that any action or proceeding for specific performance or injunctive relief shall be instituted by Ryan, or by the Company as third-party beneficiary or assignee of this Covenant, to enforce any provision of this Covenant, Recipient waives the claim or defense in such action that there is adequate remedy at law available to the Company or Ryan, and Recipient shall not urge in any such action or proceeding the claim or defense that such remedy at law exists. The remedies of specific performance and injunctive relief are the sole remedies available to the Company and Ryan, and the Company and Ryan waive and relinquish any claim or award for damages or other relief. If the Company or Ryan make any claim for damage or relief other than specific performance and injunctive relief, this Covenant shall automatically be null and void, and the Recipient shall not be deemed to have any obligations under this Covenant. 8. Governing Law. This Covenant shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota, without regard to the rules of conflict of laws thereof. 9. Waiver. Failure by the Company, as third party beneficiary, or Ryan to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All waivers must be in writing and signed by the duly authorized representative of the party sought to be bound. 10. Severability. The provisions of this Covenant are not divisible. If any such provision shall be deemed invalid or unenforceable, as to any periods of time, territory, or business activities, such provision shall render this Covenant invalid, unenforceable, null and void 11. Execution by Facsimile or Electronic Mail. Recipient agrees that facsimile or electronic mail execution and delivery of this agreement shall constitute a legal, valid, and binding execution and delivery of this Covenant for all purposes. 12. Term of Covenant. The obligations of confidentiality under this Covenant shall terminate three (3) years from the date hereof, unless this period is extended by a mutual, written agreement of the parties. 13. Assignment. The Recipient may not assign any or all of its rights or obligations under this agreement without the prior written consent of the Company or Ryan. Any unauthorized assignment shall be void and of no effect. No permitted assignment shall relieve the Recipient of its obligations hereunder with respect to Confidential Information disclosed to it prior to such assignment. Subject to the foregoing limitations, this agreement will mutually benefit and be binding upon the parties and their permitted successors and assigns. Ryan may assign this agreement to the Company at any time. 14. Third-Party Beneficiary. It is agreed and acknowledged that the Company is an intended third-party beneficiary of this Agreement, the primary party in interest, and actual promisee of any commitments, obligations or promises made under this Covenant by Recipient. It is further agreed 3 | Page City of Centerville - Ryan Companies - NDA - version 03182022-1