5. County purchase card policy - Laserfiche WebLink

11. End User License. If Customer elects to use Software (as that term is defined in Attachment D) provided by Wells Fargo in connection with this Agreement, Customer accepts and agrees to abide by the terms and conditions of the End User License Agreement incorporated as Attachment D. Attachment D does not apply if Customer elects to use the Commercial Card Expense Reporting Internet tool and does not obtain any software. 12. Financial Information. At Wells Fargo's request, Customer shall provide current certified financial statements and supporting notes to Wells Fargo. 13. Confidential and Proprietary Information. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information." Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employee who must have such information for the performance of his/her obligations under this Agreement), unless authorized in writing by the other party. Confidential and Proprietary Information is not meant to include any information which, at the time of disclosure, is generally known by the public and any competitors of either party. Confidential and Proprietary Information shall be returned or disposed, as requested by the disclosing party, upon termination of this Agreement. 14. Miscellaneous-Entire Agreement; Governing Law; Assignment; Independent Contractor. This Agreement contains the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, negotiations and representations. The laws of the state of California and of the United States shall govern this Agreement. Customer may not assign any interest, payment, or rights under this Agreement. Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Wells Fargo and Customer. 15. Arbitration. Upon the demand of either party, any "Dispute" shall be resolved by binding arbitration in accordance with the terms of this Agreement. For purpose of this Arbitration provision, "Dispute" shall mean any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, now existing or hereafter arising under or in connection with, or in any way pertaining to, the WellsOne Commercial Card service, or any past, present or future activities, transactions or obligations of any kind related directly or indirectly to the Wells One Commercial Card service, including, without limitation, any of the foregoing arising in connection with the exercise of any self-help or any ancillary or other remedies or actions taken relating to the WellsOne Commercial Card service. Any party may by summary proceedings bring an action in court to compel arbitration of a Dispute. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. The Arbitration provisions of this Agreement shall survive termination of this Agreement. 16. Rules Governing Arbitration. Arbitration proceedings shall be administered by the American Arbitration Association ("AAA") or such other administrator as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in this Agreement. The arbitration shall be conducted at a location in the State of California selected by the AAA or other administrator. If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein shall control. All statutes of limitation applicable to any Dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction. 17. Arbitration; Provisional Remedies. No provision hereof shall limit the right of any party to exercise self-help remedies such as setoff, or to obtain provisional or ancillary remedies, including, without limitation, injunctive relief, sequestration, attachment, garnishment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to compel arbitration hereunder. 3 04/07