RES 094 Draft 01 2010-2012 - Laserfiche WebLink

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DRAFT V. Relationship of Parties No association, partnership or joint venture is created between COUNTY, RCUH, and the University of Hawaii by this Agreement. VI. Assignments Neither this Agreement nor any rights or obligations of either party shall be assigned or otherwise transferred by either party without the prior written consent of the other party. Nothing contained in or implied from this Agreement is intended to confer any rights or remedies upon any person or entity, other than the parties hereto and their successors in interest and permitted assignees, unless expressly stated herein to the contrary. VII. Changes and Modifications to the Agreement Any modification, alteration or change to this Agreement, including modification of the services to be performed or extension of time of performance, shall be made only by written amendments agree to and executed by the parties. VIII. Termination of Agreement Either party of this Agreement shall have the privilege, with or without cause, to cancel or annul this Agreement at any time upon written notice given thirty (30) days in advance of such termination. In the event of such termination, the total amount to be paid to RCUH shall be determined on the basis of the total work completed including but not limited to non - cancelable expenses prior to the time of such termination. IX. Force Majeure Neither party shall be liable for any unforeseeable event beyond its reasonable control not caused by the fault or negligence of such party, which causes such party to be unable to overcome by taking reasonable measures. In the event of the occurrence of such a force majeure event, the party unable to perform shall promptly notify the other party. It shall further use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event. X. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of this Agreement shall be brought in the Circuit Court of the First Circuit, State of Hawaii. Xl. This Agreement constitutes the entire agreement of the parties on the matters covered and supersedes any and all prior representations, understanding and agreements, oral or written, between the parties.