Laserfiche WebLink
Agreement, or (c) is in Recipient's possession prior to the time of disclosure, provided that <br />Recipient promptly gives disclosing Party written evidence thereof. <br />9.3 If a disclosing Party desires the return of the Confidential Information or if a Recipient <br />desires to return the Confidential Information to a disclosing Party, Recipient shall, within <br />ten (10) days after such determination or receipt of written notice thereof, return all <br />Confidential Information to the disclosing Party. Recipient shall be entitled to retain one <br />(1) copy of such Confidential Information solely for regulatory compliance purposes. <br />The Parties agree that the provisions hereof are reasonable and necessary to protect their <br />respective interests in the Confidential Information and that a breach of this Article 9 <br />would result in irreparable damage to the disclosing Party for which a remedy at law would <br />not be adequate. In the event of any such breach or threatened breach, in addition to any <br />other remedy provided herein, by law or in equity, Buyer shall be entitled to specific <br />enforcement of the terms hereof, including appropriate injunctive relief restraining <br />Recipient from any such breach, and that no notice, bond or other security shall be required <br />in connection therewith. If a disclosing Party shall incur any costs or expenses (including <br />attorney's fees) in enforcing this Article 9, in addition to any other available remedy, the <br />Recipient (and the Party to whom it is related (i.e. Buyer or Seller)) shall pay all such costs <br />and expenses (including attorney's fees) upon demand. The failure to insist upon strict <br />adherence to one or more of the provisions of this Agreement on one or more occasions <br />shall not be construed as a waiver, nor shall such actions deprive a Party of the right <br />thereafter to require strict compliance with same. <br />10. GOVERNING LAW <br />10.1 This Agreement and all claims arising out of or relating to this Agreement and the <br />transaction contemplated hereby shall be governed by the law of the State of Kentucky, <br />without regard to the conflicts of law principles that would result in the application of <br />any law other than the law of the State of Kentucky. <br />11. SUBMISSION TO JURISDICTION; RIGHT TO ATTORNEY'S FEES AND <br />COSTS <br />11.1 The Parties irrevocably consent and submit to the exclusive jurisdiction of any federal or <br />state court located within the City and County of Lexington, Fayette, Kentucky over any <br />dispute arising out of or relating to this Agreement or any of the transactions <br />contemplated hereby or thereby. All claims in respect to such dispute, or any suit, action, <br />or proceeding related thereto, may be heard and determined only in such courts. The <br />Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, and <br />will not assert as a defense in any legal dispute, any objection which they may now or <br />hereafter have to the laying of venue of any such dispute brought in such court or any <br />defense of inconvenient forum for the maintenance of such dispute. A judgment in any <br />such dispute may be enforced in other jurisdictions by suit on the judgment or in any <br />other manner provided by law. <br />7 <br />