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Purchaser from payment for goods already ordered as of the effective date of such <br />notice. Except as stated in this provision, in the event of such termination for public <br />convenience, neither Enterprise Services nor any Purchaser shall have any obligation <br />or liability to Contractor. <br />13.6. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full <br />or in part), the parties shall cooperate to ensure an orderly and efficient suspension or <br />termination. Accordingly, Contractor shall deliver to Purchasers all goods that are complete <br />(or with approval from Enterprise Services, substantially complete) and Purchasers shall <br />inspect, accept, and pay for the same in accordance with this Master Contract and the <br />applicable Purchase Order. Unless directed by Enterprise Services to the contrary, Contractor <br />shall not process any orders after notice of suspension or termination inconsistent therewith. <br />14. GENERAL PROVISIONS. <br />14.1. TIME IS OF THE ESSENCE. Time is of the essence for each and every provision of this Master <br />Contract. <br />14.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. <br />14.3. INTEGRATED AGREEMENT. This Master Contract constitutes the entire agreement and <br />understanding of the parties with respect to the subject matter and supersedes all prior <br />negotiations, representations, and understandings between them. There are no <br />representations or understandings of any kind not set forth herein. <br />14.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Contract may not be <br />amended or modified except in writing and signed by a duly authorized representative of each <br />party. <br />14.5. AUTHORITY. Each party to this Master Contract, and each individual signing on behalf of each <br />party, hereby represents and warrants to the other that it has full power and authority to <br />enter into this Master Contract and that its execution, delivery, and performance of this <br />Master Contract has been fully authorized and approved, and that no further approvals or <br />consents are required to bind such party. <br />14.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall <br />be or is intended to be created by or under this Master Contract. Neither party is an agent of <br />the other party nor authorized to obligate it. <br />14.7. ASSIGNMENT. Contractor may not assign its rights under this Master Contract without <br />Enterprise Services' prior written consent and Enterprise Services may consider any <br />attempted assignment without such consent to be void; Provided, however, that, if Contractor <br />provides written notice to Enterprise Services within thirty (30) days, Contractor may assign <br />its rights under this Master Contract in full to any parent, subsidiary, or affiliate of Contractor <br />that controls or is controlled by or under common control with Contractor, is merged or <br />consolidated with Contractor, or purchases a majority or controlling interest in the ownership <br />or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt <br />performance of all obligations under this Master Contract notwithstanding any prior <br />assignment of its rights. <br />14.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Contract shall be binding upon and shall <br />inure to the benefit of the parties hereto and their respective successors and assigns. <br />MASTER CONTRACT No. 01417 14 <br />(Rev. 6-26-2019) <br />