strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver or modification of any term, right or condition. No waiver
of any breach of any provision of this Agreement shall be construed to be a
waiver of any subsequent breach of the same or any other provision.
3.3. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
3.4. ASSIGNMENT. Neither party hereto may assign this Agreement without
the prior written consent of the other party signed by such other party's duly
authorized representative, which consent may be given or withheld in the sole
discretion of the applicable party whose consent is requested.
3.5. NOTICES. Except as otherwise set forth herein, all notices in
connection with this Agreement shall be deemed given as of the day they are sent
by electronic transmission, sent by facsimile or deposited with a commercial
courier for delivery to other party at the following addresses:
500 North Central Expressway
Plano, TX 75074
Attn: Chief Executive Officer
Daisytek International Corporation
1025 Central Expressway South
Allen, TX 75013
or to such other address and/or facsimile number as the party to receive the
notice or request so designates by written notice to the other.
3.6. INVALIDITY. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
3.7. FURTHER ASSURANCES. Each party agrees to take such further action
and execute, deliver and/or file such documents or instruments as are necessary
to carry out the terms and purposes of this Agreement. In addition, Daisytek and
PFS will each have access to and use of the space at all sites utilized in the
performance of the Designated Services as appropriate hereunder upon compliance
with Daisytek's or PFS' security and safety policies in effect at such
facilities. Daisytek and PFS each will be responsible for and will hold the
other Party harmless from any and all claims, actions, damages, liabilities,
costs and expenses, including reasonable attorneys' fees and expenses
(collectively, "Losses"), relating to or arising out of the death or bodily
injury of any agent, employee, customer, business invitee or business visitor of
the indemnitee or the damage, loss or destruction of any tangible personal or
real property (whether owned or leased) of the indemnitee caused by the
negligent act or omission or the willful misconduct of the indemnitor. Each
Party will indemnify and defend the other Party and will hold the other Party
harmless from any and all Losses arising out of, under or in connection with,
claims for which the indemnitor is responsible under the preceding sentence.
3.8. NO PARTNERSHIP. This Agreement is intended solely as a services
agreement, and no partnership, joint venture, employment, agency, franchise, or
other form of agreement or relationship is intended. Each party agrees to be
responsible for all of its federal and state taxes, withholding, social
security, insurance, and other benefits, and all salaries, benefits, and other
costs of its employees, except as otherwise specifically contemplated by the
provisions of this Agreement.