PAYMENT OF WORKER'S COMPENSATION, DISABILITY BENEFITS AND UNEMPLOYMENT
INSURANCE OR FOR WITHHOLDING AND PAYING EMPLOYMENT TAXES FOR ANY PODS PERSONNEL
PERFORMING SERVICES HEREUNDER, BUT SUCH RESPONSIBILITY SHALL BE THAT OF PODS.
14
9.6
SERVICES FOR OTHERS.
WESTAR UNDERSTANDS AND AGREES THAT PODS MAY
PERFORM FOR THIRD PARTIES SIMILAR SERVICES USING THE SAME PERSONNEL, SUBJECT TO
PODS' CONFIDENTIALITY OBLIGATIONS HEREUNDER, THAT PODS MAY UTILIZE SUCH
PERSONNEL FOR RENDERING SERVICES FOR WESTAR HEREUNDER.
9.7
APPROVALS AND SIMILAR ACTIONS.
WHERE AGREEMENT, APPROVAL,
ACCEPTANCE, CONSENT OR SIMILAR ACTION BY EITHER PARTY HERETO IS REQUIRED BY ANY
PROVISION OF THIS AGREEMENT, SUCH ACTION SHALL NOT BE UNREASONABLY DELAYED OR
WITHHELD.
9.8
FORCE MAJEURE.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
DELAY OR FAILURE TO PERFORM ANY OF THE SERVICES OR OBLIGATIONS SET FORTH IN THIS
AGREEMENT DUE TO CAUSES BEYOND ITS REASONABLE CONTROL.
PERFORMANCE TIMES SHALL
BE CONSIDERED EXTENDED FOR A PERIOD OF TIME EQUIVALENT TO THE TIME LOST BECAUSE
OF SUCH DELAY.
WITHOUT LIMITING THE FOREGOING, PODS' TIME OF PERFORMANCE SHALL
BE ENLARGED, IF AND TO THE EXTENT REASONABLY NECESSARY, IN THE EVENT THAT: (A)
WESTAR FAILS TO SUBMIT DATA OR INFORMATION IN THE PRESCRIBED FORM OR IN
ACCORDANCE WITH THE AGREED UPON SCHEDULES; (B) SPECIAL REQUESTS BY WESTAR OR ANY
GOVERNMENTAL AGENCY AUTHORIZED TO REGULATE OR SUPERVISE WESTAR OR ANY AUTHORITY
HAVING JURISDICTION OVER WESTAR IMPACT PODS' NORMAL SCHEDULE; OR (C) WESTAR
FAILS TO PROVIDE ANY EQUIPMENT, SOFTWARE, FACILITY OR PERFORMANCE CALLED FOR BY
THIS AGREEMENT, AND THE SAME IS NECESSARY FOR PODS' PERFORMANCE HEREUNDER.
PODS
WILL NOTIFY WESTAR OF THE ESTIMATED IMPACT ON ITS PERFORMANCE SCHEDULE, IF ANY.
9.9
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS INVALID UNDER
ANY APPLICABLE STATUTE OR RULE OF LAW, IT IS TO THAT EXTENT TO BE DEEMED
OMITTED, AND REPLACED WITH AN ACCEPTABLE PROVISION THAT MOST CLOSELY STATES THE
INTENT OF THE PARTIES.
9.10
WAIVER.
THE WAIVER OR FAILURE OF EITHER PARTY TO EXERCISE ANY RIGHT
IN ANY RESPECT PROVIDED FOR HEREIN SHALL NOT BE DEEMED A WAIVER OF ANY FURTHER
RIGHT HEREUNDER.
9.7
AMENDMENTS.
NO AMENDMENT, CHANGE, WAIVER, OR DISCHARGE HEREOF
SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
THE PARTY AGAINST WHICH SUCH AMENDMENT, CHANGE, WAIVER, OR DISCHARGE IS SOUGHT
TO BE ENFORCED.
9.8
WESTAR IDENTIFICATION.
WITH WESTAR'S PRIOR WRITTEN CONSENT, PODS
MAY USE OF THE NAME OF WESTAR IN IDENTIFYING WESTAR AS A CLIENT, IN ADVERTISING,
PUBLICITY, OR SIMILAR MATERIALS DISTRIBUTED TO PROSPECTIVE CLIENTS.
9.9
KANSAS LAW.
THIS AGREEMENT AND PERFORMANCE HEREUNDER SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF KANSAS WITHOUT REGARD TO CONFLICT OF LAWS.
PODS AND WESTAR HEREBY AGREE ON BEHALF OF THEMSELVES AND ANY PERSON CLAIMING BY
OR THROUGH THEM THAT THE SOLE JURISDICTION AND VENUE FOR ANY LITIGATION ARISING
FROM OR RELATING TO THIS AGREEMENT THAT IS NOT SUBJECT TO ARBITRATION OR
CONTESTS THE ARBITRABILITY OF ANY DISPUTE SHALL BE AN APPROPRIATE FEDERAL OR
STATE COURT LOCATED IN KANSAS.
9.10
SURVIVAL.
ALL PROVISIONS OF THIS AGREEMENT