SUPPORT THE PRODUCTS BEYOND THE DATE OF EXPIRATION OR TERMINATION
WHERE PSP PERMITS OR REQUIRES MEDQUIST TO DO SO.
22.
MISCELLANEOUS.
22.1.
FORCE MAJEURE.
THE TERM "FORCE MAJEURE" WILL BE DEFINED AS AN ACT
OF GOD, SEVERE WEATHER CONDITIONS, STRIKES, WAR, TERROR OR OTHER VIOLENCE, LAW
OR PROCLAMATION, DEMAND, OR REQUIREMENT OF ANY GOVERNMENTAL AGENCY, OR ANY OTHER
SIMILAR ACT OR CONDITION WHATSOEVER, BEYOND THE REASONABLE CONTROL OF THE
PARTIES TO THIS AGREEMENT.
IF THE PERFORMANCE OF THIS AGREEMENT BY EITHER PARTY
OR ANY OBLIGATION UNDER THIS AGREEMENT IS PREVENTED, RESTRICTED, OR INTERFERED
WITH BY REASON OF A FORCE MAJEURE EVENT, THE PARTY WHOSE PERFORMANCE IS SO
AFFECTED, ON GIVING PROMPT NOTICE TO THE OTHER PARTY, WILL BE EXCUSED FROM SUCH
PERFORMANCE TO THE EXTENT OF SUCH FORCE MAJEURE EVENT PROVIDED, HOWEVER THAT THE
PARTY SO AFFECTED WILL TAKE ALL REASONABLE STEPS TO AVOID OR REMOVE SUCH CAUSES
OF NONPERFORMANCE AND WILL CONTINUE PERFORMANCE TINDER THIS AGREEMENT WITH
DISPATCH WHENEVER SUCH CAUSES ARE REMOVED.
22.2.
RELATIONSHIP OF MEDQUIST TO PSP.
NEITHER PARTY IS AN AGENT,
EMPLOYEE, FIDUCIARY, PARTNER, OR REPRESENTATIVE OF THE OTHER, AND HAS NO
AUTHORITY OR POWER TO BIND OR CONTRACT IN THE NAME OF OR TO CREATE ANY LIABILITY
AGAINST THE OTHER IN ANY WAY FOR ANY PURPOSE.
IT IS UNDERSTOOD THAT MEDQUIST IS
AN INDEPENDENT CONTRACTOR WITH RIGHTS CONFIRMED BY THIS AGREEMENT TO MARKET,
DISTRIBUTE, AND SUPPORT THE PRODUCT ON ITS OWN ACCORD AND RESPONSIBILITY IN THE
TERRITORY.
22.3.
WAIVER.
FAILURE OR NEGLECT BY EITHER PARTY TO ENFORCE AT ANY TIME
ANY OF THE PROVISIONS OF THIS AGREEMENT WILL NOT BE CONSTRUED NOR WILL BE DEEMED
TO BE A WAIVER OF EITHER PARTY'S RIGHTS UNDER TINS AGREEMENT NOR IN ANY WAY
AFFECT THE VALIDITY OF THE WHOLE OR ANY PART OF TINS AGREEMENT NOR PREJUDICE
EITHER PARTY'S RIGHTS TO TAKE SUBSEQUENT ACTION.
22.4.
AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES ATTACHED TO
THIS AGREEMENT, STATES THE COMPLETED AGREEMENT BETWEEN THE PARTIES CONCERNING
THIS SUBJECT AND SUPERSEDES EARLIER ORAL AND WRITTEN COMMUNICATIONS BETWEEN THE
PATTIES CONCERNING THIS SUBJECT.
NO ADDITION AMENDMENT TO, OR MODIFICATION OF
THIS AGREEMENT WILL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY BOTH
PARTIES.
THIS AGREEMENT TAKES PRECEDENCE OVER AND SUPERSEDES ANY PREVIOUS
AGREEMENTS BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF, EVEN IF SUCH
AGREEMENTS ARE STILL IN EFFECT AS OF THE EFFECTIVE DATE HEREOF.
22.5.
ASSIGNMENT.
THIS AGREEMENT IS PERSONAL TO MEDQUIST, AND THEREFORE,
IT MAY NOT BE ASSIGNED BY MEDQUIST WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY
OPERATION OF LAW, IN WHOLE OR IN PART TO ANY PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF PSP, WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD.
NO SUCH
ASSIGNMENT BY MEDQUIST, HOWSOEVER OCCURRING, WILL RELIEVE EITHER PARTY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, MEDQUIST MAY
ASSIGN THIS AGREEMENT TO ANY OF ITS AFFILIATES OR TO ANY PURCHASER OF
SUBSTANTIALLY ALL OF THE ASSETS OR THE BUSINESS OF MEDQUIST.
22.6.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED UNDER THE TERMS OF THIS
AGREEMENT