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7 <br /> <br />and in the case of the Customer, to: <br />CITY OF EVERETT <br />2930 Wetmore Avenue <br />Everett, WA 98201, USA <br />Attention: General Manager <br /> <br />Each Party may change its particulars respecting notice, by issuing notice to the other Party in the <br />manner described in this Section 9(b). <br /> <br />(c) Assignment. Neither Party may assign any of its rights or duties under this Agreement <br />without the prior written consent of the other Party, such consent not to be unreasonably withheld, <br />except that either Party may assign to a successor entity in the event of its dissolution, acquisition, <br />sale of substantially all of its assets, merger, or other change in legal status. The Agreement shall <br />inure to the benefit of and be binding upon the Parties to this Agreement and their respective <br />successors and permitted assigns. <br /> <br />(d) Entire Agreement. This Agreement shall constitute the entire agreement between the <br />Parties hereto with respect to the matters covered herein. No other understandings, agreements, <br />representations, warranties, or other matters, oral or written, purportedly agreed to or represented <br />by or on behalf of Harris by any of its employees or agents, or contained in any sales materials or <br />brochures, shall be deemed to bind the Parties hereto with respect to the subject matter hereof. <br />Customer acknowledges that it is entering into this Agreement solely on the basis of the <br />representations contained herein. The terms of this Agreement may not be changed except by an <br />amendment signed by an authorized representative of each Party. No provisions in any purchase <br />orders, or in any other documentation employed by or on behalf of the Customer in connection <br />with this Agreement, regardless of the date of such documentation, will affect the terms of this <br />Agreement, even if such document is accepted by Harris, with such provisions being deemed <br />deleted. <br />(e) Governing Law. This Agreement shall be governed by the laws of the State of <br />Washington. This Agreement excludes that body of law applicable to choice of law, the Uniform <br />Commercial Code and the United Nations Convention on Contracts for the International Sale of <br />Goods (UNCCISG and any legislation implementing such Convention), if otherwise applicable. <br />Venue for a dispute shall be federal courts located in the State of Washington.