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15. Negotiation of Agreement. The terms of this Agreement were prepared without any <br />fraud, duress, undue influence, or coercion of any kind exerted by either Parties upon <br />the other, and the execution and delivery of this Agreement is the free and voluntary <br />act of each Party hereto. Each Party acknowledges that it has received the opportunity <br />to consult such legal, tax, or other advisors prior to execution of this Agreement as such <br />Party deems necessary. <br />16. Draftsmanship. Each Party has participated substantially in the negotiation and <br />drafting of this Agreement and any ambiguity shall not be more strictly construed <br />against either Party. The Parties waive any legal standard or convention of <br />interpretation to the contrary and wish this Agreement to be interpreted neutrally. <br />17. Amendment. No amendment, modification, extension, or waiver of any term, <br />condition. or provision of this Agreement shall in any event be effective unless the <br />same shall be in writing and signed by each of the Parties. <br />18. Authority. Each Party represents and warrants to the other that (i) it has full capacity <br />and authority to enter into this Agreement and perform its respective obligations under <br />this Agreement, without any required consent or approval of any other person or entity, <br />(ii) it has not assigned, conveyed, or encumbered to any third party any of the rights, <br />claims, interests or causes of action which are the subject matter of this Agreement. <br />Each Party agrees to indemnify, defend, and hold harmless the other Party from and <br />against any such claims of third parties to the contrary. <br />19. Notices. The Parties agree that any notice required by this Agreement shall be by email <br />and mail to the Party's respective counsel. <br />20. Enforceability. Both Parties expressly waive any defense to this Agreement as to <br />enforceability. <br />[SIGNATURE PAGE TO FOLLOW] <br />