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If such an assignment is permitted, any successor in interest shall acquire the assigning <br /> Party's entire interest in this Agreement. Any prohibited assignment shall be invalid. <br /> 5.5 Relationshin. Each Party is an independent entity under the terms of this Agreement. <br /> Neither Party will have any right,power, or authority to act or create any obligation on <br /> behalf of the other Party. Except as otherwise provided, all operational expenses incurred <br /> by either Party will be borne by the Party incurring the expense. <br /> 5.6 Hold Harniless. Each party shall hold the other harmless from any claims and demands <br /> that may result from their negligence in connection with their duties and responsibilities <br /> under this Agreement, unless such action is a result of intendonal wrongdoing by the <br /> other party. Each party shall be responsible for its own acts to the extent authorized by <br /> law and shall not be responsible for the acts of the other party and the results thereof. <br /> Sourcewell's responsibility shall be governed by the Minnesota Tort Claims Act,Minn. <br /> Stat. § 3.738, and other applicable law. <br /> 5.7 Limitations of Liabilitv. Excepting the Parties' indemnification obligations hereunder, <br /> neither party shall be liable to the other for any punitive, special, incidental or <br /> consequential damages including but not limited to: compensation or damages for loss of <br /> present or prospective profits or revenues,loss of actual or anticipated commissions on <br /> sales or anticipated sales, or expenditures,investments or commitrnents made in <br /> connection with the establishment, development or maintenance of the selling <br /> representation created by this Agreement or in connection with the performance of <br /> obligations regazdless of the form of action,whether in contract,tort or other legal <br /> theory. T'he foregoing limitation shall apply: (a) even if such party has been advised of <br /> the possibility of such damages; and(b)notwithstanding any failure of essential purpose <br /> of any limited remedy herein. <br /> 5.8 Insurance. Sowcewell agrees to provide a minimum of one million dollars <br /> ($1,000,000.00)per occunence in general liability insurance with excess umbrella <br /> coverage of two million dollars ($2,000,000.00) for Sourcewell staff assigned to provide <br /> services in conjunction with this Agreement. <br /> 5.9 Force Maieure. The Parties shall each be excused from performance under this <br /> Agreement while and to the extent that either of them aze unable to perform for any cause <br /> beyond its reasonable control. Such causes shall include,but not be restricted to fire, <br /> storm, flood, earthquake, explosion, waz, failure of transportation or delivery facilities, <br /> raw materials or supplies, intemiption of utilities or power, and any act of government or <br /> military authority. In the event either party is rendered unable to carry out its obligations <br /> under this Agreement,that party shall give written notice to the other including an <br /> explanation of the circumstances. <br /> 5.10 Bindin�Effect. This Agreement binds and inures to the benefit of the Pazties and their <br /> respective successors and permitted assigns. <br /> 5.11 Entire A�reement. The individua.ls signing this Agreement hereby represent that they <br /> are authorized to execute this Agreement on behalf of their respecdve organizations, and <br /> the Agreement contains the entire understanding between the Parties concerning the <br /> subj ect matter. <br /> 4 <br /> P&ZAgreement v.01/2017 <br />