Agmt06 Digital Payment Techologies

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By giving written notice to the Company, the City may also terminate this Agreement upon the occurrence of one or more of the following events (which shall each constitute grounds for termination without a cure period and without the occurrence of any of the other events of default previously listed): (i) The Company makes or allows to be made any material written misrepresentation or provides any materially misleading written information in connection with this Agreement, Company's proposal, or any covenant, agreement, obligation, term or condition contained in this Agreement; or (ii) The Company takes or fails to take any action which constitutes grounds for immediate termination under the terms of this Agreement, including but not limited to failure to obtain or maintain the insurance policies and endorsements as required by this Agreement, or failure to provide the proof of insurance as required by this Agreement. d. Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, the Company shall promptly (a) return to the City all computer programs, files, files in storage, documentation, data, media, related material and any other material and equipment that is owned by the City; and (b) allow the City or a new Company access to the materials necessary to complete the transition of services. The return of files in storage will be at no cost to the City for the return of any and all files and documents in storage by the Company. The expiration or termination of this Agreement shall not relieve either party of its obligations regarding "Confidential Information", as defined in the Confidentiality and Non-Disclosure Agreement. e. No Suspension. In the event that the City disputes in good faith an allegation of default by the Company, notwithstanding anything to the contrary in this Agreement, the Company agrees that it will not terminate this Agreement or suspend or limit the Services unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise. f. Cancellation of Orders and Subcontracts. In the event this Agreement is terminated by the City for any reason prior to the end of the term, the Company shall upon termination immediately discontinue all service in connection with this Agreement and promptly cancel all existing orders and subcontracts, which are chargeable to this Agreement. As soon as practicable after receipt of notice of termination, the Company shall submit a statement to the City showing in detail the services performed under this Agreement to the date of termination. Company will be paid for work performed to the termination date; however, the total will not exceed the "not to exceed" amount stated in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Company has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.