|
9fCb
<br /> 1 li&
<br /> CONCENTRIC
<br /> I N T E G R A T 1 0 N
<br /> of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and
<br /> warranties, both written and oral,with respect to such subject matter. No amendment to or modification of this Agreement
<br /> is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be
<br /> effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this
<br /> Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement
<br /> shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or
<br /> privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
<br /> privilege
<br /> 16.6 Assignment.Customer shall not assign or otherwise transfer any of its rights,or delegate or otherwise transfer
<br /> any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of
<br /> law, or otherwise, without Consultant's prior written consent. No delegation or other transfer will relieve Customer of any of
<br /> its obligations or performance under this Agreement.Any purported assignment, delegation, or transfer in violation of this
<br /> Section 16.6 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective
<br /> permitted successors and assigns.
<br /> 16.7 No Third-Party Beneficiaries.This Agreement is for the sole benefit of the parties hereto and their respective
<br /> permitted successors and permitted assigns and nothing herein,express or implied, is intended to or shall confer upon any
<br /> other Person any legal or equitable right,benefit,or remedy of any nature whatsoever, under or by reason of this Agreement.
<br /> 16.8 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such
<br /> invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render
<br /> unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or
<br /> unenforceable,the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of
<br /> the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
<br /> consummated as originally contemplated to the greatest extent possible.
<br /> 16.9 Governing Law:Submission to Jurisdiction.This Agreement is governed by and construed in accordance with
<br /> the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would
<br /> require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.Any legal suit,action
<br /> or proceeding arising out of or related to this Agreement or its subject matter shall be instituted exclusively in the federal
<br /> courts of the United States or the courts of the State of Illinois in each case located in or having jurisdiction over Macon
<br /> County, Illinois, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or
<br /> proceeding. Service of process,summons, notice, or other document by mail to such party's address set forth herein shall
<br /> be effective service of process for any suit,action, or other proceeding brought in any such court.
<br /> 16.10 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE
<br /> UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY
<br /> IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION
<br /> ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY,
<br /> 16.11 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by such party of
<br /> any of its obligations under Sections 8,9,or 10,would cause the other party irreparable harm for which monetary damages
<br /> would not be an adequate remedy and agrees that, in the event of such breach or threatened breach,the other party shall
<br /> not be required to submit itself to the Dispute Resolution process set forth in Section 11.5 and will be entitled to equitable
<br /> relief, including a restraining order,an injunction,specific performance,and any other relief that may be available from any
<br /> court,without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are
<br /> not an adequate remedy.Such remedies are not exclusive and are in addition to all other remedies that may be available
<br /> at law, in equity, or otherwise.
<br /> 16.12 Counterparts.This Agreement may be executed in counterparts, each of which is deemed an original, but all
<br /> of which together are deemed to be one and the same agreement..A signed copy of the Agreement delivered by facsimile,
<br /> e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed
<br /> copy of this Agreement.
<br /> Concentric Integration,LLC I V10_11evised_Decatur
<br /> Page 13 of 14
<br />
|