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18.3. Mutual Termination. This Agreement may be terminated at any time upon the mutual <br />written consent of both Ci and Customer, under such terms and conditions as may be agreed upon. <br />18.4. Effect of Termination. Upon termination of this Agreement for any reason: <br />18.4.1. Ci shall promptly cease work and deliver to Customer all work in progress, <br />deliverables, or other materials prepared or obtained in connection with this Agreement. <br />18.4.2. Customer shall pay Ci for all authorized services performed and authorized <br />expenses incurred through the effective date of termination, subject to the terms of this <br />Agreement. <br />18.4.3. Both parties shall cooperate to ensure an orderly transition of services, if <br />applicable. <br />19. Governing Law, Venue, Limitation of Actions. This Agreement shall be governed and construed <br />in accordance with the laws of the State of Florida. The parties hereby consent and submit to the exclusive <br />jurisdiction of the appropriate state or federal court serving Indian River County, Florida, as to any dispute <br />or controversy arising either directly or indirectly, under or in connection with this Agreement. No action <br />for breach of this Agreement or any covenant or warranty arising under this Agreement shall be brought <br />more than one year after the cause of action has occurred. <br />20. Electronic Signatures, Execution in Counterparts and by Electronic Delivery. Each Party agrees <br />that this Agreement and any other documents to be delivered in connection herewith may be electronically <br />signed, and that any electronic signatures appearing on this Agreement or such other documents are the <br />same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This <br />Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and <br />all of which together shall be deemed to be one and the same instrument. Documents scanned and <br />transmitted electronically shall be deemed original signatures for purposes of this Agreement and all matters <br />related thereto, with such scanned signatures having the same legal effect as original signatures. <br />21. Entire Agreement and Modification. This Agreement and the attachments hereto and made a part <br />hereof sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes <br />and merges all prior agreements and understandings. No amendment, modification, or waiver of any <br />provisions of this Agreement or consent to any departure therefrom shall be effective unless in writing and <br />signed by duly authorized officers of both Parties. <br />12 <br />