Laserfiche WebLink
covenants , or Master Agreements of the Company. (c) Any assignment which does not comply with the provisions <br /> of this Section 17 . 2 shall be null and void. <br /> 17 . 3 No Third Party Beneficiaries. Except as otherwise expressly provided herein, this Master <br /> Agreement nor any term or provision or obligation arising hereof or hereunder, shall be construed as being for the <br /> benefit of any Party not a signatory hereto . <br /> 17 .4 Timing of Receipt. Notices sent by mail shall be given as of four (4) business days after the date <br /> of the postmark, and notices delivered by overnight courier shall be deemed received on the date when left at the <br /> address of the recipient. Notices sent by fax shall be effective the date faxed, if a business day, or the following <br /> business day otherwise . <br /> ARTICLE 18 - GENERAL PROVISIONS <br /> 18 . 1 Entire Master Agreement. This Master Agreement, including the Schedules attached hereto and <br /> any exhibits attached thereto, sets forth the full and complete understanding of the Parties relating to the subject <br /> matter hereof as of the Effective Date, and supersedes any and all negotiations, agreements and representations <br /> made or dated prior hereto with respect to the subject matter of this Master Agreement. Any actions or Services <br /> described in this Master Agreement which were performed or implemented by the Parties prior to the Effective Date <br /> shall for all purposes be deemed to have been performed under this Master Agreement. <br /> 18 . 2 Amendments . No change, amendment or modification of this Master Agreement or Schedule or <br /> exhibits thereto shall be valid or binding upon the Parties unless such change, amendment or modification shall be in <br /> writing and duly executed by both Parties . <br /> 18 . 3 Status of the Parties . The Company and its Subcontractors shall be independent contractors with <br /> respect to the Services performed hereunder irrespective of whether such Subcontractors are approved by the <br /> Customer, and neither the Company nor its Subcontractors, nor the employees of either, shall be deemed to be the <br /> employees, representatives or agents of the Customer. Nothing in this Master Agreement shall be construed as <br /> inconsistent with the foregoing independent contractor status or relationship , or as creating or implying <br /> any <br /> partnership, joint venture , trust or other relationship between the Company and the Customer. <br /> 18 . 4 Customer & Company. The Parties hereby represents and warrants to the other Party that (i) the <br /> execution and delivery by a Party of this Master Agreement and the performance of its obligations hereunder have <br /> been duly authorized by all requisite actions and proceedings ; are not inconsistent with and do not and will not <br /> contravene any provisions of a Party ' s organizational documents or any applicable law, rule or regulation; have been <br /> approved by all necessary persons or entities ; and do not and will not conflict with or cause any breach or default <br /> under any agreement or instrument to which a Party is a party or by which it or any of its properties is bound; and <br /> (ii) this Master Agreement has been duly executed and delivered by the Parties and constitutes the valid and legally <br /> binding obligation of each Party, enforceable against the other Party in accordance with its terms, except to the <br /> extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or <br /> similar laws and subject to general equitable principles . <br /> 18 . 5 Drafting Interpretations and Costs . Preparation and negotiation of this Master Agreement has <br /> been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the <br /> Parties than against the other. Each Party shall be responsible for its own costs, including legal fees , incurred in <br /> negotiating and finalizing this Master Agreement. <br /> 18 . 6 Captions . The captions contained in this Master Agreement are for convenience and reference <br /> only and in no way define, describe, extend or limit the scope or intent of such document or the intent of any <br /> provision contained therein. <br /> 18 . 7 Severability//Divisible Contracts . (a) The invalidity of one or more phrases , sentences, clauses , <br /> Sections or Articles contained in this Master Agreement shall not affect the validity of the remaining portions <br /> thereof so long as the material purposes of such document can be determined and effectuated . (b) Each Customer- <br /> Page 18 of 20 Rev 08/ 15 /08 <br />