AgdaPkt 2014-09-22 Closed and Joint with SA

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Internet to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Nothing herein contained in this Agreement shall be construed to require Vision Internet to indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense Client incurs or makes to or on behalf of an injured employee under the Client's self-administered workers' compensation is included as a Liability for the purposes of this section. (b) Intentionally omitted. 7. Defaults and Termination Either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for 30 days after written notice of such breach has been provided to the breaching party. Upon termination of this Agreement by either party (but excluding uncured breach of Agreement by Client), Vision Internet shall turn over all compiled code and content required to host the Websites (including but not limited to the “Deliverables” as defined in the Website Development Services Agreement between the parties), within five (5) business days after termination and at no cost to the Client. Upon termination of this Agreement by uncured breach of Agreement by Client, Vision Internet shall turn over all compiled code and content required to host the Websites (including but not limited to the “Deliverables” as defined in the Website Development Services Agreement between the parties), within five (5) business days after termination and in exchange for $135 an hour, but not to exceed two (2) hours. In addition, upon termination of this Agreement by either party for any reason, at no cost to the Client, Vision Internet shall: (a) keep the Website publicly accessible for a period of up to thirty (30) days following the date of termination or expiration of this Agreement to allow the Client to transition the Website to another hosting facility or service. Client may terminate this Agreement at any time and for any reason by giving written notice to Vision Internet of such termination, and specifying the effective date thereof, at least sixty (60) days prior to the effective date. In the event of early termination of the Agreement by Client, the Contractor will submit an invoice to the Client, setting forth the amount of payment due based on the calculation set forth herein. If the termination is not due to any default of this Agreement by Vision Internet, the Client shall also pay the Contractor a termination fee calculated in accordance with the graduated fee table below (“Termination Fee”). TERMINATION FEE TERMINATION DATE 15% of the Annual Rate 1st year of the Initial Term 10% of the Annual Rate 2nd year of the Initial Term 5% of the Annual Rate 3rd year of the Initial Term No termination fee 4th year of the Initial Term and during any renewal term. In addition to amounts owed for those Subscription Services which have been fully and adequately rendered to the Client through the effective date of termination, such Termination Fee shall constitute the only charge ATTY/AGR/2014.177/VISIONLIVE TM SUBSCRIPTION SERVICES AGR REV: 09-16-14 GK & PT Page 6 of 11 7.1.G. - Page 35