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A. Failure to make any payment within 30 days from date of the invoice. Should the <br /> Client, in good faith, dispute a portion of any invoice, it shall be required to make <br /> timely payment of the undisputed amount of the invoice, and give notification of the <br /> disputed portion. Failure to make payment on the undisputed portion shall <br /> constitute a default. <br /> B. The Client's insolvency, bankruptcy, making of any assignment for the benefit of <br /> creditors, or filing of any petition for bankruptcy or reorganization. <br /> C. The breach of any provision of this Agreement by the Client, other than non- <br /> payment of monetary sums due hereunder, and the failure by the Client to remedy <br /> the same within ten days of the receipt of written notice of such breach from <br /> D&A. <br /> D. The breach of any other agreement between D&A and the Client. <br /> After the occurrence of any of the foregoing events,D&A may, upon written notice to the <br /> Client, terminate this Agreement in which event D&A shall be entitled to the <br /> compensation specified in Paragraphs 10 and 11 of the attached Standard Provisions. <br /> 10. RIGHT TO STOP WORK. In lieu of terminating this Agreement as provided in <br /> paragraph 9 above, upon the happening of any event of default above mentioned, D&A may stop <br /> its work until such time as the default is remedied by payment, and this right to stop work shall be <br /> without prejudice to any other legal remedy or right D&A may possess. The election by D&A to <br /> stop work shall not be deemed a waiver of D&A's right to terminate this Agreement. The <br /> stoppage of work by D&A under this paragraph shall not be deemed a default by D&A of its <br /> obligations under this Agreement. <br /> 11. CLIENT TERMINATION. The Client, may upon written notice to D&A, terminate this <br /> Agreement, in which event D&A shall be entitled to the compensation specified in Paragraphs <br /> 10 and 11 of the attached Standard Provisions. <br /> 12. MISCELLANEOUS. <br /> A. This Agreement represents the entire agreement between the parties and all prior <br /> negotiation and agreements, whether written or oral, are merged herein and are <br /> null and void. <br /> B. For a period of one year from the date of performance (i.e. the date of a particular <br /> act or the first date on which D&A omitted to perform an act it should have <br /> performed), D&A shall correct any defects, errors or omissions attributable to <br /> D&A in the performance of its services as described in this Agreement, provided <br /> that D&A is provided written notice itemizing any defects, errors or omissions. <br /> THE CLIENT HEREBY RELEASES D&A FROM ANY AND ALL <br /> CLAIMS, LIABILITIES, CAUSES OF ACTION AND DEMANDS FOR <br /> CONSEQUENTIAL DAMAGES, AND AGREES TO LIMIT ACTUAL <br /> - 3 - <br />