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arbitration or mediation,at the option and upon the agreement of the Parties. Unless otherwise agreed by the Parties,any <br /> arbitration or meditation will take place in Seattle,Washington,U.S.A. Any court having jurisdiction over the matter <br /> may enter judgment on the award of the arbitrator,if any. Service of a petition to confirm the arbitration award may be <br /> made by regular mail or by commercial express mail,to the attorney for the Party or,if unrepresented,to the Party at the <br /> last known business address. If however,any Party refuses to submitto arbitration,the matter shall not be submitted to <br /> arbitration and any Party may submit the matter to any court of competent jurisdiction for an interpleader or similar <br /> action. The exclusive jurisdiction and venue for any legal action under this Agreement shall reside in the Federal District <br /> Court for Western Washington located in Seattle,Washington,or the Superior Court for the State of Washington situated <br /> in King County,Washington,as appropriate. The Parties hereby consent to personal jurisdiction and venue in said courts. <br /> Notwithstanding the forgoing,any Party is entitled to commence suit in one of said courts in Washington in order to seek <br /> any remedies at law,immediate injunctive or other equitable relief without first resorting to the optional mediation or <br /> arbitration referenced above. <br /> (p) Regulations. All Parties are responsible for and warrant,to the extent of their individual actions or omissions,compliance <br /> with all applicable laws,rules and regulations,including but not limited to:customs laws;import;export and re-export <br /> laws;and government regulations of any country from or to which the Deposit Material may be delivered in accordance <br /> with the provisions of this Agreement. <br /> (q) No Third Party Rights. This Agreement is made solely for the benefit of the Parties to this Agreement and their <br /> respective permitted successors and assigns,and no other person or entity shall have or acquire any right by virtue of this <br /> Agreement unless otherwise agreed to by all the parties hereto. <br /> (r) Entire Agreement.The Parties agree that this Agreement,which includes all the Exhibits attached hereto and all valid <br /> Work Requests submitted by the Parties,is the complete agreement between the Parties hereto concerning the subject <br /> matter of this Agreement and replaces any prior or contemporaneous oral or written communications between the Parties. <br /> There are no conditions,understandings,agreements,representations,or warranties,expressed or implied,which are not <br /> specified herein. Each of the Parties herein represents and warrants that the execution,delivery,and performance of this <br /> Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on <br /> behalf of its business organization as named in this Agreement. This Agreement may only be modified by mutual written <br /> agreement of the Parties. <br /> (s) Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be an original,but all <br /> of which together shall constitute one instrument.A party may sign this agreement,or any counterpart,by signing a copy <br /> that has been signed by the other party and sent to the party signing by facsimile or as a scanned copy.The facsimile or <br /> scanned document signed in that way will be accepted as an original. <br /> (t) Survival. Sections 6(Term and Termination),7(General Indemnity),8(Warranties),9(Confidential Information), 10 <br /> (Limitation of Liability) 11(Consequential Damages Waiver),and 12(General)of this Agreement shall survive <br /> termination of this Agreement or any Exhibit attached hereto. <br /> (balance of this page left intentionally blank—signature page follows) <br /> Updated December 2008 Page 6 of 33 <br />