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11.10. Severability. If any provision of this Agreement is adjudged to be invalid, void, <br /> or unenforceable, the Parties agree that the remaining provisions of this Agreement <br /> shalt not be affected thereby, that the provision in question may be replaced by the <br /> lawful provision that most nearly embodies the original intention of the Parties, and <br /> that this Agreement shall in any event otherwise remain valid and enforceable. <br /> 11.11. Subcontracting, and Delegation. In recognition of 98point6's and Providers' <br /> status as independent contractors, they will be responsible for the means and manner <br /> in which they perform the Services and this Agreement and may subcontract or <br /> delegate the performance of their respective obligations and receive the rights <br /> hereunder, including performance of any portion of the Services by contractors <br /> authorized to act on their behalf, in each case, without the consent of Employer. <br /> 11.12. Assignment. Subject to the exceptions listed herein, neither this Agreement nor <br /> any rights granted by this Agreement may be assigned or otherwise transferred by any <br /> Party, in whole or in part, whether voluntarily or by operation of taw, without the prior <br /> written consent of the other Parties, provided that such consent will not be <br /> unreasonably withheld, delayed, or conditioned; provided, further, that no consent <br /> shall be required for an assignment or transfer to a purchaser of all or substantially all <br /> assets related to this Agreement, or a third party participating in a merger, <br /> acquisition, sate of assets, or other corporate reorganization in which the assigning <br /> Party is participating. Any assignment in violation of the foregoing will be null and <br /> void. Subject to the foregoing, this Agreement will be binding upon and wilt inure to <br /> the benefit of the Parties and their respective successors and assigns. <br /> 11.13. Force Majeure; Performance Exclusion. In no event shall either Party be <br /> deemed in default hereunder based on delay in, or failure of, performance (other than <br /> the payment of money) if caused by floods, fires, storms, or other acts of God; by war <br /> or acts of public enemy, including terrorism, or civil disturbance; by strikes, lockouts, <br /> shortage of labor, labor disputes or tabor trouble; by problems in obtaining raw <br /> materials or production facilities; by power failure, equipment failure, or <br /> transportation shortages or failures; by actions of any governmental or other <br /> authority; or by any other similar cause not within the Party's reasonable control. <br /> Additionally, 98point6 wilt not have any responsibility or liability (a) where its <br /> performance is prevented, reduced, or delayed as a result of action or inaction <br /> undertaken at the instruction of Employer; (b) as a result of any inaccurate <br /> information supplied by Employer or one or more Participants; or (c) as a result of any <br /> unwillingness or inability of one or more Participants to provide one or more <br /> Authorizations or other permissions. <br /> 11.14. Third-Party Beneficiaries. This Agreement is for the benefit of the Parties. <br /> Nothing in this Agreement confers on any person or entity other than the Parties any <br /> rights, remedies, obligations, or liabilities. No third party (including any Employer <br /> affiliate or Participant) shall be considered a third-party beneficiary under this <br /> Agreement. <br /> Subscription Agreement 17 <br /> 20190227.v10.1 <br />