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<br />18.PROPRIETARY INFORMATION. Customer agrees not to reproduce, disclose, or <br />distribute Contractor's proprietary information such as any description of specialized <br />or unique processes, software, or methods that are used in the course of providing <br />the services under this Agreement, including any financial information, that is not <br />considered a public record. <br /> <br />19. FORCE MAJEURE. Neither party shall be responsible for delays or failure in <br />performance resulting from acts beyond the control of such parties. Such acts shall <br />include, but are not limited to, Acts of God, strikes, riots, acts of war, epidemics, fire, <br />communication line failure, earthquakes or other disasters. <br /> <br />20. ASSIGNABILITY. Because of the necessary expertise required of TDS by this <br />Agreement, TDS shall not assign this Agreement nor any part of it without the prior <br />written consent of Customer. <br /> <br />21. TERMINATION. This Agreement may be terminated by either party upon one <br />hundred twenty (120) days written notice after the end of the third year of the <br />Agreement. <br /> <br />22. TRANSITION TO NEW VENDOR. In the event that TDS and Customer terminate <br />this agreement, TDS agrees to provide all reasonable assistance required to make <br />an orderly and accurate transition to a new citation processor. At the option of <br />Customer, TDS agrees to continue to provide services required under this <br />agreement for each and every citation up to the termination date entered into TDS's <br />processing system until the final determination of each such citation. TDS shall be <br />compensated for each such citation under the same terms as provided for herein. <br /> <br />23. NOTICE. Whenever it shall be necessary for either party to serve notice on the <br />other respecting this Agreement, such notice shall be served by certified mail <br />addressed to: <br /> <br />TDS: <br /> <br />Roberta J. Rosen President <br />Turbo Data Systems, Inc. <br />18302 Irvine Boulevard, Suite 200 <br />Tustin, California 92780-3464 <br /> <br />CUSTOMER: <br /> <br />Brian Ponty <br />Director of Finance <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br /> <br />unless and until different addresses may be furnished in writing by either party to <br />the other, and such notice shall be deemed to have been served within <br />seventy-two (72) hours after the same has been deposited in the United States <br />Post Office by certified mail. This shall be valid and sufficient service of notice <br />for all purposes. <br /> <br />Page 4 of 9 <br />