2011-217 - Laserfiche WebLink

Home Browse Search

FIRST ADDENDUM EXHIBIT A To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety Systems and Indian River County , Florida Association in effect as of the date of the commencement of the arbitration proceeding and the provisions of this subsection : ( i )The arbitration shall be conducted by a single arbitrator selected by the parties or, if the parties cannot reach agreement on such arbitrator, then selected by the American Arbitration Association . ( ii ) If the arbitration is commenced by Customer, then it shall be conducted in Winston - Salem , North Carolina . If the arbitration is commenced by InterAct, then it shall be conducted in whichever city having a population of 100 , 000 or more ( according to the most recent U . S . census data ) is at or nearest the address of Customer set forth on the first page of this Agreement . Alternatively , the parties may mutually agree at the time for some other situs for the conduct of the arbitration proceeding . ( iii ) In conducting the arbitration and rendering their award , the arbitrators shall give effect to the terms of this Agreement and the other applicable Order Forms and SOWS , including the choice of applicable law , shall give effect to any other agreement of the parties relating to the conduct of the arbitration , and shall give effect to applicable statutes of limitations . ( iv )The costs of the arbitration , including the fees and expenses of the arbitrators and of the American Arbitration Association , shall be allocated to such parties as , and in such proportions as , the arbitrators shall determine to be just and equitable , which determination shall be set forth in the award . ( v ) Judgment upon the award of the arbitrators may be entered by any court of competent jurisdiction . c . Nothing in this Section 14 shall preclude any party from applying to a court of competent jurisdiction for, and obtaining if warranted , preliminary or ancillary relief pending the conduct of such alternative dispute resolution procedures and arbitration , or an order to compel the arbitration provided for herein . The parties agree that the state and federal courts in North Carolina shall be the exclusive courts in which either party may seek such relief. 15 . Assignment. Customer may not as assign this Agreement without the prior written consent of InterAct , which consent shall not be unreasonably withheld . InterAct may assign this Agreement , its right to payment hereunder or grant a security interest in this Agreement or such payment right to any third party InterAct may perform any obligation pursuant to this Agreement using agents and subcontractors . 16 . General . Each party will comply with all applicable laws , including U . S . Export Administration Regulations and Executive Orders . All notices required or provided hereunder shall be in writing and will be deemed given as of the day received either by receipted , nationwide overnight delivery service or in the U . S . mails , postage prepaid , certified or registered , return receipt requested , to the addresses and attention of the representatives specified below with copy to each party 's General Counsel . Customer grants to InterAct the right to use Customer's name and trademarks solely as a client reference in promotional and marketing materials in accordance with generally accepted industry standards and practices for such references . InterAct and Customer are independent parties . Nothing in this Agreement will be construed to make either party an agent , employee , franchisee , joint venturer or legal representative of the other party . This Agreement will be governed by and interpreted in accordance with the laws of the State of North Carolina , excluding its conflict of law principles . InterAct will be entitled to its reasonable attorneys ' fees in addition to any other damages and amounts awarded to it in any action to collect unpaid fees owed pursuant to this Agreement . No waiver, amendment or other modification of this Agreement will be effective unless in writing and signed by the party against whom enforcement is sought . If any provision of this Agreement is held unenforceable , in whole or in part, such holding will not affect the validity of the other provisions of this Agreement . This Agreement and its schedules constitute the complete and entire statement of all terms , conditions and representations of the agreement between InterAct and Customer with respect to its subject matter and supersede all prior writings or understandings , including any prior agreement regarding confidentiality that may have been entered into by the parties . This Agreement may be executed by the parties hereto in multiple counterparts and shall be effective as of the Effective Date when each party shall have executed and delivered a counterpart hereof, whether or not the same counterpart is executed and delivered by each party . When so executed and delivered , each such counterpart shall be deemed an original and all such counterparts shall be deemed one and the same document . Transmission of images of signed signature pages by facsimile , e - mail or other electronic means shall have the same effect as the delivery in person of manually signed documents . [ REMAINING PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK ; SIGNATURE PAGE FOLLOWS . ] InterAct Public Safety Systems S Master Purchase , License & Services Agreement v3 . 0 (2011 -05-06 ) FCF M-0011 - 1