Res 1997-092 - Laserfiche WebLink

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JUN-04-1997 15:06 WIL L 713 307 4090 P.07/13 4 (F aTe null and void. (b) WilTel may, on prior written consent of Customer, such consent not to be unreasonably withheld, subcontract any and all of the work to be perfonned by it under this Agreement. (c) Except for assignment to a parent, subsidiary, affiliate or to an entity which acquires all or substantially all of the assigning party's assets through merger or acquisition, this Agreement is not assignable by either party withoUt the prior written consent of the other party. Any artempt to assign any of the rights, duties or obligations under this Agreement without such consent will when consent is required will, at the non-assigning party's option, be deemed void or a material default or accepted. (d) The waiver by either party of any default will not operate as a waiver of any subsequent default. (e) If one party breaches the agreemen~ as detennined by a court of competent jurisdiction, that party shall pay all of the prevailing party's costs or -0- expenses, including reasonable attorney's and collection fees, incurred in enforcing this Agreement. (f) WilTel's obligation is contingent upon a credit report satisfactory to \VilTel and correct arithmetic calculations of quantity and price. (g) This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and written, and constitutes the entire agreement between WilTe! and CustOmer with respect to the purchase of the System. Any representations, warranties or statements made by an employee, salesperson or agent of WilTel and not expressed in this Agreement are not binding upon WilTeL (h) If any court holds any portion of this Agreement unenforceable, the remaining language shall not be affected. (i) Any modifications must be in writing and executed by an authorized representative of the party against whom enforcement is sought. (j) No action, regardless of fonn, arising out of this Agreement may be brought by either party more than one year after the cause of action has accrued. (k) This Agreement is deemed made and GOVERNED BY THE LAWS OF THE STATE OF TEXAS and exclusive venue for any legal disputes under this Agreement shall be in the State Courts of Hays County, Texas. (1) Customer agrees that neither it nor any of its affiliates will solicit any of the \VilTel employees providing services pursuant to this Agreement with offers of employment during the term of this Agreement. WILTEL COMfifŒ\ïCATIONS, LLC CuSTOMER; BY; BY; NAME: NAME; I TITLE: Tn'LE: Contract No. SA965597 - PUR 6