Norcross, GA 30092
Attn: Michelle Harold
SECTION 12.5
APPLICABLE LAW; JURY TRIAL WAIVER.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA WITHOUT
REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.
EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BETWEEN THEM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 12.6
ASSIGNMENT.
THIS AGREEMENT AND ALL
THE PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
9
PERMITTED ASSIGNS BUT NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR
OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE OR TRANSFERABLE BY EITHER PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO, AND ANY SUCH
UNAUTHORIZED TRANSFER WILL BE VOID.
SECTION 12.7
SUBCONTRACTORS. VENDOR MAY NOT
UTILIZE THIRD PARTY SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNLESS
PRE-APPROVED BY CLIENT (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD),
PROVIDED, VENDOR MAY HIRE TEMPORARY EMPLOYEES WITHOUT CLIENT'S APPROVAL.
ALL
SUCH SUBCONTRACTORS WILL BE COMPLY WITH ALL ELEMENTS OF THIS AGREEMENT INCLUDING
BUT NOT LIMITED TO THE CONFIDENTIALITY OF CLIENT DATA, AND THE STANDARDS OF CARE
IN PROVIDING SUCH SERVICES TO CLIENT.
SECTION 12.8
AMENDMENTS.
THIS AGREEMENT MAY BE
AMENDED AT ANY TIME BY THE MUTUAL WRITTEN AGREEMENT OF THE PARTIES.
TIME IS OF
THE ESSENCE OF EACH AND EVERY PROVISION OF THIS AGREEMENT.
SECTION 12.9
ENTIRE AGREEMENT.
THIS AGREEMENT
AND THE SCHEDULES ATTACHED HERETO CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL SUPERSEDE ALL
PREVIOUS NEGOTIATION, COMMITMENTS AND WRITINGS WITH RESPECT TO THE SERVICES.
NO
REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, OR
INCORPORATED HEREIN BY REFERENCE, SHALL BE BINDING UPON VENDOR AS A WARRANTY OR
OTHERWISE.
SECTION 12.10
SEVERABILITY.
THE PROVISIONS OF THIS
AGREEMENT ARE SEVERABLE, AND IN THE EVENT THAT ANY ONE OR MORE PROVISIONS ARE
DEEMED ILLEGAL OR UNENFORCEABLE THE REMAINING PROVISIONS SHALL REMAIN IN FULL
FORCE AND EFFECT.
SECTION 12.11
TITLE AND HEADINGS:
TITLES AND HEADINGS
TO SECTIONS HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO BE PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
SECTION 12.12
EXECUTION IN COUNTERPARTS.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS VIA FACSIMILE OR OTHER
ELECTRONIC TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 12.13
RESOLUTION BY BOARD OF DIRECTORS.
A
RESOLUTION MUST BE PASSED BY THE BOARD OF DIRECTORS GIVING THE OFFICERS OF
CLIENT AUTHORITY TO ENTER INTO THIS AGREEMENT AS WELL AS ANY OTHER AGREEMENTS
WITH VENDOR.
THIS RESOLUTION MUST GIVE VENDOR THE AUTHORITY TO PERMIT
REGULATORY AUTHORITIES TO EXAMINE ANY RECORDS, REPORTS AND ENTRIES WHICH THEY
MAY DESIRE TO EXAMINE, OR AS PRESCRIBED BY LAW, IN CONNECTION WITH PERIODIC
EXAMINATIONS OF CLIENT.
Section 12.14
Jurisdiction; Service of Process.
Each
party