(11)AR 061609 MOU/Riverside - Laserfiche WebLink

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19. Attorney Fees. Should any Party hereto engage an attorney, whether or not the Party proceeds to institute any action or proceeding at law or in equity, or in connection with an arbitration, related to claims arising out of this Agreement, including an action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision thereof, the prevailing Party shall be entitled to recover from the losing Party reasonable attorney fees and costs (including fees for experts) for services rendered to the prevailing Party in such action or proceeding. 20. Full Authority. Each of the Parties and signatories to this Agreement represents and warrants that it has the full right, power, legal capacity and authority to enter into and perform the Parties' respective obligations hereunder and that such obligations shall be binding upon such Party without the requirement of the approval or consent of any other person or entity in connection herewith. Each person signing this Agreement on behalf of an entity represents and warrants that they have the full right, power, legal capacity and authority to sign this Agreement on behalf of such entity. 21. Time of the Essence. Time is of the essence of this Agreement, and in all the terms, provisions, covenants and conditions hereof. 22. Reasonable Notice. Unless expressly provided herein to the contrary, the reasonable time required in which to perform any act hereunder shall be thirty (30) days. 23. Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within California. 24. Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 25. Further Assurances. Each of the Parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the Parties hereto. 26. Modifications or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the Parties hereto. 27. Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assigns. 28. Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments or understandings related hereto, if any, are hereby merged herein. No representations, oral or otherwise, express or implied, other than those