Vera Whole Health 6/7/2019 - Laserfiche WebLink

10.3 Binding on Successors. This Agreement shall be binding upon the parties hereto and their successors and assigns. 10.4 Waiver of Provisions. Any waiver of any terms and conditions hereof must be in writing and signed by the parties hereto. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof. 10.5 Governing Law. The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard for conflicts of law principles. Exclusive venue for any legal action in connection with this Agreement shall be in Snohomish County, Washington. 10.6 Severability. The provisions of this Agreement shall be deemed severable, and if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties hereto. 10.7 Additional Documents. Each of the parties hereto agrees to execute any document or documents that may reasonably be requested from time to time by the other party to implement or complete such party's obligations under this Agreement. 10.8 Remedies Cumulative. No remedy set forth in this Agreement or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to any party. 10.9 No Obligation to Third Parties. The terms of this Agreement are intended to be solely for the benefit of Vera, Vera P.C. and Employer and their successors and assigns, and none of the obligations and duties of Vera, Vera P.C. or Employer under this Agreement shall in any way or in any manner be deemed to create any obligation of Vera, Vera P.C. or Employer to, or any rights in, any person or entity not a party to this Agreement. 10.10 Entire Agreement; Amendment; Incorporation by Reference. This Agreement sets forth the entire understanding between the parties and there are no other agreements or arrangements, either written or oral, between the parties and their Affiliates. The Agreement cannot be amended except by a writing signed by both parties. All amendments to this Agreement must be signed by the Mayor on behalf of the City. Unless specifically stated otherwise in this Agreement, all amendments will also require approval by the Everett City Council. All Exhibits and Schedules attached to this Agreement shall be incorporated into and made part of this Agreement without specific identification or individual reference thereto. 10.11 Non-Solicitation. If Employer terminates this Agreement under Section 9.2(c) prior to the third anniversary of the Services Commencement Date, or if Vera terminates this Agreement in accordance with Section 9.3, then for twelve (12) months after such termination of 15