Common use of Legal Holds Clause in Contracts

Legal Holds. As defined in Section 1, legal holds may be imposed by a court and impact the services that Centre is providing to Customer. In the event that a legal hold is initiated, the Parties agree to address the specific needs and pricing associated with the mandate in an Addendum, which will be executed by the Parties. Upon written notice from Customer, Centre agrees to maintain any and all data and information that Customer informs Centre needs to be maintained prior to a Legal Hold being issued by a court. Choice of Law. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to the Master Agreement (“Dispute”) shall be resolved solely in accordance with the terms of this Section 12. Except in the case where injunctive relief is sought, if at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall first be resolved through the good faith negotiations of the Parties. If those negotiations are unsuccessful, the Parties agree to mediation before a single mediator agreed upon by the Parties prior to filing suit. Any Dispute with respect to the Master Agreement must be brought in accordance with this Section 12 within three (3) years after the cause of action arises. The Master Agreement shall be governed by the laws of the State of Texas and interpreted and determined in accordance with the laws of the State of Texas. The parties hereto irrevocably: (a) agree that any suit, action, or other legal proceeding arising out of the Master Agreement shall be brought exclusively in the courts of record of either the State of Texas or the courts of the United States located in the State of Texas; (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts.

Legal Holds. As defined in Section 1, legal holds may be imposed by a court and impact the services that Centre is providing to Customer. In the event that a legal hold is initiated, the Parties agree to address the specific needs and pricing associated with the mandate in an Addendum, which will be executed by the Parties. Upon written notice from Customer, Centre agrees to maintain any and all data and information that Customer informs Centre needs to be maintained prior to a Legal Hold being issued by a court. Choice of Law. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to the Master Agreement (“Dispute”) shall be resolved solely in accordance with the terms of this Section 12. Except in the case where injunctive relief is sought, if at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall first be resolved through the good faith negotiations of the Parties. If those negotiations are unsuccessful, the Parties agree to mediation before a single mediator agreed upon by the Parties prior to filing suit. Any Dispute with respect to the Master Agreement must be brought in accordance with this Section 12 within three (3) years after the cause of action arises. The Master Agreement shall be governed by the laws of the State of Texas and interpreted and determined in accordance with the laws of the State of Texas. The parties hereto irrevocably: (a) agree that any suit, action, or other legal proceeding arising out of the Master Agreement shall be brought exclusively in the courts of record of either the State of Texas or the courts of the United States located in the State of Texas; (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts. Injunctive Relief. Either party may, at its option and at any time during the dispute resolution process, seek injunctive relief in any court of competent jurisdiction (including but not limited to preliminary injunctive relief) without the requirement that a bond be posted. The parties acknowledge that each of them has a vital interest in enjoining any violation of confidentiality obligations, including but not limited to unauthorized use of the Software, because damages would not adequately compensate a party for any infringements of that party's intellectual property rights. Disputed Amounts. Centre shall invoice Customer in accordance with the terms set forth in this Agreement. If Customer, in good faith, has a material dispute regarding a line item set forth on an invoice, Customer shall pay the undisputed amount in accordance with the payment terms set forth in this Agreement. Customer shall notify Centre of such invoice dispute in writing within five (5) days of the date of the disputed invoice. If Customer does not provide such written notice in the time period described above, then Customer shall pay such invoice amounts in full in accordance with the payment terms set forth in the applicable Agreement. Centre shall respond within five (5) days of the receipt of the disputed writing. Customer and Centre shall work in good faith to promptly resolve the disputed amount; and all such disputed invoice amounts shall be resolved within thirty (30) days of Customer’s written notice to Centre as described above. Once the Parties have resolved the dispute, Customer shall promptly pay all previously disputed and resolved amounts for which Customer is responsible. If such invoice dispute is not resolved within the thirty (30) day time period described above, then Centre shall be entitled to charge a late payment charge as described in Section 2.7.

Legal Holds. As defined in Section 1, legal holds may be imposed by a court and impact the services that Centre is providing to Customer. In the event that a legal hold is initiated, the Parties agree to address the specific needs and pricing associated with the mandate in an Addendum, which will be executed by the Parties. Upon written notice from Customer, Centre agrees to maintain any and all data and information that Customer informs Centre needs to be maintained prior to a Legal Hold being issued by a court. Choice of Law. Any controversy or claim, whether based on contract, tort, strict liability, fraud, misrepresentation, or any other legal theory, related directly or indirectly to the Master Agreement (“Dispute”) shall be resolved solely in accordance with the terms of this Section 12. Except in the case where injunctive relief is sought, if at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of the Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall first be resolved through the good faith negotiations of the Parties. If those negotiations are unsuccessful, the Parties agree to mediation before a single mediator agreed upon by the Parties prior to filing suit. Any Dispute with respect to the Master Agreement must be brought in accordance with this Section 12 within three (3) years after the cause of action arises. The Master Agreement shall be governed by the laws of the State of Texas and interpreted and determined in accordance with the laws of the State of Texas. The parties hereto irrevocably: (a) agree that any suit, action, or other legal proceeding arising out of the Master Agreement shall be brought exclusively in the courts of record of either the State of Texas or the courts of the United States located in the State of Texas; (b) consent to the jurisdiction of each such court in any such suit, action or proceeding; and (c) waive any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts. Injunctive Relief. Either party may, at its option and at any time during the dispute resolution process, seek injunctive relief in any court of competent jurisdiction (including but not limited to preliminary injunctive relief) without the requirement that a bond be posted. The parties acknowledge that each of them has a vital interest in enjoining any violation of confidentiality obligations, including but not limited to unauthorized use of the Software, because damages would not adequately compensate a party for any infringements of that party's intellectual property rights. Disputed Amounts. Centre shall invoice Customer in accordance with the terms set forth in this Agreement. If Customer, in good faith, has a material dispute regarding a line item set forth on an invoice, Customer shall pay the undisputed amount in accordance with the payment terms set forth in this Agreement. Customer shall notify Centre of such invoice dispute in writing within five (5) days of the date of the disputed invoice. If Customer does not provide such written notice in the time period described above, then Customer shall pay such invoice amounts in full in accordance with the payment terms set forth in the applicable Agreement. Centre shall respond within five (5) days of the receipt of the disputed writing. Customer and Centre shall work in good faith to promptly resolve the disputed amount; and all such disputed invoice amounts shall be resolved within thirty (30) days of Customer’s written notice to Centre as described above. Once the Parties have resolved the dispute, Customer shall promptly pay all previously disputed and resolved amounts for which Customer is responsible. If such invoice dispute is not resolved within the thirty (30) day time period described above, then Centre shall be entitled to charge a late payment charge as described in Section 2.7.