AgdaPkt 2006-03-27 - Laserfiche WebLink

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6.18 Page 7 16. VENUE The venue of any suit filed by either Party shall be vested in the state courts of the County of San Mateo, or if appropriate, in the United States District Court, Northern District of California, San Francisco, California. 17. TERMINATION OF THE AGREEMENT a. Tennination Without Cause. Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Tennination") which clearly expresses that Party's intent to tenninate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party tenninates the Agreement, CONTRACTOR shall discontinue further services as of the effective date of termination, and RCSD shall pay CONTRACTOR for all Services satisfactorily performed up to such date. b. Termination For Cause. For purposes of this Agreement, the term "default" shall mean the failure of any Party to perform any material obligation in the time and manner provided by this Agreement. Either Party may terminate this Agreement in the event of a default by the other Party by providing a written Notice of Tennination to the defaulting Party. Such Notice of Termination shall become effective no less than ten (10) calendar days after a Party receives such notice. Such Notice of Termination for cause shall include a statement by the terminating Party setting forth grounds for determination of default under the Agreement. In the event this Agreement is terminated for cause as set forth under this section, RCSD shall pay CONTRACTOR for all Services satisfactorily performed up to the date the Agreement is terminated. RCSD may deduct from such payment the amount of actual damage, if any, sustained by RCSD due to CONTRACTOR's failure to perform the Services or for breach of this Agreement. Atty/Agr/2006.011 030906 6 --,_._. ......._.