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2.2.2 Termination With Cause. Either party may terminate this Agreement with cause upon the default of the other party under any material term of this Agreement and the defaulting party's failure to cure such default within thirty (30) days after receipt of written notice specifying the precise nature of the default. Upon the defaulting party's failure to cure the default within the foregoing thirty-day cure period, this Agreement shall be deemed terminated without further action. 2.2.3 Termination Upon Chan�e in Law. If any provision of this Agreement is in conflict with current state or federal laws, regulations or rules, or a subsequent change in state or federal law, regulations or rules, or judicial interpretation thereof, the parties mutually agree to amend this Agreement in writing to comply with the law, regulation, rule or interpretation, or, if the parties are unable to reach agreement through good faith negotiations within thirty (30) days of becoming aware of the conflict, either party may terminate this Agreement effective immediately upon notice in writing to the other party. 2.2.4 Termination Upon Mutual Agreement. The parties may terminate this Agreement by mutual agreement at any time. Further, no termination pursuant to this Section 2.2.4 may be effective prior to the end of the Initial Term of this Agreement. 2.3 Effect of Termination. The terms and conditions of Article 4, 5, and 7 shall survive the expiration or termination of this Agreement. In addition, Subsequent to termination of this Agreement under any provision above, the parties may not enter into a new agreement for the same or substantially similar services on materially different financial terms, unless the financial terms in effect at the time of termination were in effect for at least twelve (12) months prior to termination, or unless the financial terms in effect at the time of termination are continued such that those terms will remain in effect for a continuous period of at least twelve (12) months. ARTICLE 3 Compensation 3.1 Compensation. For Regions' faithful performance of this Agreement, the City shall compensate Regions pursuant to the provisions set forth in Schedule 3.1 (the "Compensation"). Any payment rate implemented or offered under this Agreement must remain in effect for at least a period of 12 months before the payment rate may be changed pursuant to written agreement of the parties. 3.2 Pa_yment Schedule. The City shall pay the Compensation to Regions within thirty (30) days of the City's receipt of an invoice from Regions. 33 No Referrals. The Compensation set forth in Schedule 3.1 is consistent with the fair market value of the services provided hereunder, has been arrived at through arm's length negotiations between the parties and is consistent with fair market value in arms-length transactions. Furthermore, the Compensation is not intended to and does not reflect in any way the level of activity or the volume or value of any referrals or business otherwise generated for or with respect to Regions or between the parties for which payment may 1032762-6 3