Agmt06 Digital Payment Techologies

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13. CITY OWNERSHIP. All materials, data and other information of any kind obtained from City personnel and all materials, data, reports, programs, and other information of any kind developed by The Company for the performance of this Agreement are confidential and are the property of the City. The Company shall take all necessary measures to protect the security and confidentiality of all such materials, data, reports, programs and information. The provisions of this Paragraph shall survive the expiration or other termination of this Agreement. Through the sale of products and software, the Company grants the City a license to use these products at their discretion. However, all intellectual property rights to the products and the software remain the property of the Company and are not assignable without the written consent of the Company, All confidential materials, data and other information of any kind obtained from the Company personnel, and all materials, data, reports, and programs are confidential and are the property of the Company. The City shall take all necessary measures to protect the security and confidentiality of all such confidential materials, data, reports, programs and information. The provisions of this Paragraph shall survive the expiration or other termination of this Agreement. 14. TERMINATION. a. The City and or the Company may terminate this Agreement at any time without cause by giving thirty (30) days prior written notice to the Company and or the City. b. Termination for Default by Either Party. By giving written notice to the other party, either party may terminate this Agreement upon the occurrence of one or more of the following events: (i) The other party violates or fails to perform any covenant, prOVIsIon, obligation, term or condition contained in this Agreement, provided that, unless otherwise stated in this Agreement, such failure or violation shall not be cause for termination if both of the following conditions are satisfied: (i) such default is reasonably susceptible to cure; and (ii) the other party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party; or (ii) The other party attempts to assign, terminate or cancel this Agreement contrary to the terms hereof; or (iii) The other party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Agreement shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party's assets or properties. Any notice of default shall identify this Section of this Agreement and shall state the party's intent to terminate this Agreement if the default is not cured within the specified period. c. Additional Grounds for Default Termination by the City.