AgdaPkt 2018-12-03 Joint SA PFA - Laserfiche WebLink

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6.G. - Page 9 of 40 applicable Order, If the parties cannot reach agreement within 60 days after Provider's notice requesting renegotiation: (a) Provider may, on a prospective basis after such 30 days period, pass any increased delivery costs on to Customer, and (b) if Provider does so, Customer may terminate the affected Services on written notice to Provider delivered within 30 days of the increased costs. 2.5 order Cancellation and Termination Charees. (A) Customer may discontinue any Services and terminate any Order if Customer provides written notification thereof to Provider at least 30 days in advance of the effective date of discontinuance, provided that Customer shall pay Provider the Termination Charge under section 2.5(C) of this Master Agreement. (B) Either party may terminate an Order and specified Services on the occurrence of any of the following events: (i) the other party's Default, as defined in article 3 below, of the Agreement; (ii) Provider, in its sole discretion, determines that Provider's installation or provision of Services or Customer's use of Services granted hereunder is resulting or will result in significant damage to the property of Provider or risk of harm to Provider or its employees or representatives; or (iii) a party's filing of a voluntary petition for bankruptcy, filing of an involuntary petition of bankruptcy against a party that is not discharged within 60 days of its filing, a party's assignment of assets for the benefit of creditors, the appointment of a recelver over a majorityof a party's assets, or a party's general inabilityto pay its creditors as bilis become due. (C) If Provider terminates an Order in accordance with the Agreement (i) as the result of Customer Default as defined in article 3 below, or (ii) because Provider, in its sole discretion, determines that Provider's installation or provision of Services or Customer's use of Services granted hereunder is resulting or will result in significant damage to the property of Provider or risk of harm to Provider or its employees or representatives pursuant to section 2.5(B) above, or if Customer terminates an Order for any reason other than (I) Provider's Default prior to the expiration of the Service Term, or (ii) in accordance with the Force Majeure provisions of section 8.1 of this Master Agreement, Customer shall pay Provider a termination charge (as liquidated damages and not as a penalty) including all unpaid amounts for Services actually provided, all non- recurring, disconnection or termination charges reasonably incurred by Provider on Customer's behalf, and the lesser of three months monthly recurring charges or the sum of all remaining monthly recurring charges and other charges Customer was to pay Provider for the remainder of the Service Term (the 'Termination Charge"), This Termination Charge will be due and payable within thirty days after the effective date of termination of the Order. In the event of termination of an Order for breach, the non -breaching party will have the right to pursue any or all remedies available to it at law or in equity, Customer acknowledges that the charges in this subsection 2.5(C) are a genuine estimate of Provider's actual damages and are not a penalty. On termination of the order, Customer, at its sole cost and expense, shall within thirty days deliver or cause to be delivered to Provider any Provider property located on any premises of Customer and/or remove all of its equipment from Provider's property. (D) No termination pursuant to this section 2.5 will relieve Customer of any of its obligations under any the Agreement that are intended to continue, including, without limitation, the obligation to pay all Fees due to Provider prior to such termination. Further, each of the sections in article 5 and sections 8.8, 8.10 and 8.16 of this Master Agreement will survive any early termination or the expiration of the Agreement. (E) If Customer terminates an Order due to Provider Default as defined in article 3 below, Provider shall reimburse Customerfor any pre -paid, unused monthly service fees attributable to such terminated Order. 2,6 offsets. In no event shall Customer offset any amount to due to Provider from Customer for any reason, against amounts owed to Customer from Provider. ARTICLE 3, DEFAULT 3.1 Customer Default. Customer will be in default under the Agreement ("Customer Default") if Customer does one or more of the following teach individually to be considered a separate event of Customer Default) and Customer fails to ATTY/AUR/2013.176/ASTOUND 0ROA DOAND- MSA REV. 3007-13 MLU 2033 ASTOUND BROADBAND Proprietoryond Conf]denrlol 133