AG 2017 04 18 - Laserfiche WebLink

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approved carrier, fax, or certified United States mail,return receipt requested, addressed as follows: if to the County, to its Contract Administrator; if to Provider to its billing address or main office address. 6. Indemnification. To the maximum extent allowed by law, the Provider shall defend, indemnify, and save harmless the County and its agents, officers, and employees, from and against all claims of any kind that arise in any manner from, in connection with, or out of this Agreement as a result of the acts or omissions of the Provider or its subcontractors or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except for damage or injury caused solely by the negligence of the County or its agents, officers or employees. In performing its duties under this section, the Provider shall at its sole expense defend the County and its agents, officers and employees with legal counsel reasonably acceptable to County. This provision shall remain in force despite termination of this Agreement (whether by expiration of the term or otherwise) or termination of the Services of the Agreement. 7. Miscellaneous. (a) Choice of Law or Forum. This Agreement shall be deemed made in Cabarrus County,North Carolina. This Agreement shall be governed by and construed in accordance with the laws of North Carolina. The exclusive forum and venue for all actions arising out of this Agreement shall be the appropriate division of the North Carolina General Court of Justice in Cabarrus County. Such actions shall neither be commenced in nor removed to federal court. (b) Waiver. No action or failure to act by the County shall constitute a waiver of any of its rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach of this Agreement, except as may be specifically agreed in writing. (c) Compliance with Law. Nothing contained in this Agreement shall be deemed or construed so as to in any way estop, limit, or impair the County from exercising or performing any regulatory, policing, legislative, governmental, or other powers of functions. The Provider shall comply with all applicable laws, rules and regulations. (d) Severability. If any provision of this Agreement shall be unenforceable, the remainder of this Agreement shall be enforceable to the extent permitted by law. (e) Assignment. Without the County's written consent, the Provider shall not assign (which includes to delegate) any of its rights (including the right to payment) or duties that arise out of this Agreement. Unless the County otherwise agrees in writing, the Provider and all assigns shall be subject to all of the County's defenses and shall be liable for all of the Provider's duties that arise from this Agreement and all of the County's claims that arise from this Agreement. 3 Attachment number 1 \n E-1 Page 58