AG 2009 08 17 - Laserfiche WebLink

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9.04. Non-Business Days. If the date for making any payment or performing any act or exercising any right is not a Business Day, such payment must be made or act performed or right exercised on or before the next Business Day. 9.05. Severability. If any provision of this Agreement is determined to be unenforceable, that does not affect any other provision of this Agreement. 9.06. Entire Agreement: Amendments. This Agreement, including Exhibits A, and B attached, which are incorporated herein and made a part hereof, constitutes the entire contract between the parties. This Agreement may not be changed except in writing signed by all parties. 9.07. Binding Effect. This Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns. There are no other agreements or other conditions precedent to the binding nature of the respective obligations of the COUNTY under Article II, other than the performance by COMPANY of its obligations under Article I. 9.08. Time. Time is of the essence in this Agreement and each and all of its provisions. 9.09. Liability of Officers and Agents. No officer, agent, or employee of the COUNTY or COMPANY shall be subject to any personal liability or accountability by reason of the execution of .this Agreement or any other documents related to the transactions contemplated hereby. Such officers, agents, or employees shall be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section shall not relieve any such officer, agent, or employee from the performance of any official duty provided by law. 9.10. Counterparts. This Agreement may be executed in several counterparts, including separate counterparts. Each shall be an original, but all of them together constitute the same instrument. 9.11. COMPANY shall provide a completed W-9 form to the COUNTY upon execution of this contract. 9.12. If the COMPANY'S corporation is dissolved or suspended and the COMPANY does not notify the COUNTY of such dissolution in three business days and/or the corporate status is not reinstated in thirty business days, this Agreement, at the sole option of the COUNTY, shall be declared null and void or the COMPANY shall execute a new Agreement showing the COMPANY' S correct legal entity. 9.13. Notice of Potential Disclosure of Confidential COMPANY Information. The COMPANY acknowledges that it has been informed by the COUNTY that the COUNTY is required by N.C. Statute to disclose "Public Records" as the term is defined by North Carolina General Statutes § 132-1, upon request. All information disclosed to the COUNTY by the COMPANY which is subject to that definition and whose disclosure is Page 8 of l4 S/IS/ZOORttachment number 5 Page 240 of 315 G-1