2024-08-14 CC Packet - Laserfiche WebLink

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2.TERM 2.1 Term of Agreement. This term of this Agreement shall begin on the Effective Date and shall remain in effect until either: (1) the lapse of six months from the first date upon which no SOW under this Agreement is then in effect; or (2) is otherwise terminated in accordancewith Section 3 (the ÐTermÑ). 2.2 Term of Statements of Work. The term for each SOW executed under this Agreement shall be set forth in each SOW. If a SOW does not include a term, the term of the SOW shall last until the earlier of the Performing Partycompletes the Services or a Receiving Party elects to terminate the SOW upon notice to the Performing Party. 3.TERMINATION 3.1 Termination for Convenience. Any Party may terminate this Agreement, and Receiving Party may terminate any SOW, without cause (at will) upon thirty (30) calendar days written notice to the other party, provided that upon receipt of the notice, the Performing Party shall promptly stop work and wind down its Services as and when instructed by the Receiving Party. The Client, and not Counsel, shall pay for all Services performed by Performing Party through the date of termination. Arete acknowledges and agrees that Counsel has no payment responsibilities under this Agreement and will look solely to Client for payment hereunder. 3.2 Termination for Cause. In the event of any material breach of this Agreement by a Party, either of the other Parties may terminate this Agreement upon receipt of written notice if the breaching Party fails to cure such breach within thirty (30) calendar days of receiving written notice of the breach (ÐCure PeriodÑ); provided, however, that this Agreement shall not terminate at the end of the Cure Period ifthe Party in breach has cured the breach to the reasonable satisfaction of the non-breaching Party prior to the expiration of the Cure Period. This Section 3.2 does not limit termination rights under other Sections of this Agreement. 3.3 Termination for Insolvency. Any Party may terminate this Agreement, and the Performing Party and the Receiving Partymay terminate any executed SOW, without notice if any Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property. 3.4 Termination Effect and Charges. No termination fees or penalties shall be payable by any Party in connection with any termination or expiration of this Agreement, any SOW, or the delivery of any Services, in any case in whole or in part, unless a SOW expressly designates a specific fee or expense (ÐTermination ChargeÑ). Any such Termination Charges shall be each PartyÓs sole and exclusive liability to the other Parties, and the terminating PartyÓs sole and exclusive remedy from the other Parties, resulting from the terminating PartyÓs exercise of its termination rights under this Agreement, and in no event shall a Party be liable for any other fees, penalties, liabilities, losses, costs, damages or expenses with regard to any PartyÓs termination. Any Termination Charges payable by a Party shall be proportionately reduced to reflect any prior partial terminations. /ƚƓŅźķĻƓƷźğƌLƓŅƚƩƒğƷźƚƓ tğŭĻ΋Ћ www.areteir.com