AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 156 of 180 Customer fails to pay any amounts due under this Agree mentas and when due (CORE will send written noticeto Customer advising of such breach with60daystocure). Upon termination forfailuretopay amountsdueafter 60 days after written notice has been sent to pay the amounts due, CORE may terminate this Agreement. Customer must pay all the amounts that have accrued prior to such termination within 90 days of termination. Upon paymentof all amounts due, the Customermay immediately resume use of the Services forthe remainder of the Initial AgreementTerm. In the event of termination for breach, Customershall immediately cease to use the Licensed Program (as defined inSection 1.8ofthe CORE WaymentSubscription LicenseTerms attached hereto and incorporated herein as Attachment C & D) and, if such matter is not resolved within 6 months of the termination notice, dispose of Documentation (as defined in Section 2.g. of the CORE iPayment ASP Module Terms attached hereto and incorporated herein as Attachment D) by returning such Documentation to CORE or, at CORE's option, by destroying the same and certifying such destruction in writing. THIS AGREEMENT IS NON - CANCELLABLE FOR THE INITIAL AGREEMENT TERM EXCEPTAS PROVIDED IN THIS AGREEMENT. 3.3. This Agreement may be terminated by either party due to an assignment of the business of the other party for the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy (voluntary or involuntary) which has not been discharged within sixty (60) days. 3.4. If the Initial Agreement Term, or any extension or renewal thereof, extends beyond the end of the Customer's fiscal year in which this Agreement was awarded or extended, and the Customer's approved budget for the subsequent fiscal year does not appropriate sufficient funds that may be utilized for this Agreement, this Agreementshall no longerbe in force and effect upon the expiration of the currentfiscal yearfunding. 3.5. Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation hereunder except for (i) obligations accruing priorto the date of termination, and (ii) obligations or covenants contained hereinthatare expressly intended toextend beyond the term of this Agreement, including, Sections8- 10, 11.5, and 13-15 of this Agreement, Sections 5and 6 of Attachment C, and Section 12 of Attachment D. 3.6. Actions Upon Termination. Upon termination of this Agreement for any reason, Customer shal I immediatelycease use of, and return forthwithto CORE, the Licensed Program and the Licensed Documentation (as defined in Section 1.7 of Attachment C), and any copies thereof, including Maintenance Modificationsand Enhancements (as defined in Section 1.9 and 1.3, respectively, of Attachment C). 4. COMPENSATION 4.1. Payments shall be made in accordance with the Billing/Payment Schedule attached hereto and incorporated herein as Attachment B unless otherwise specified in an amendment to this Agreement. Customer and CORE acknowledge that the order may require Customerto pay the fees set forth in the orderto CherryRoad. Customer fees shall then be transmitted by CherryRoad to CORE. Upon CORE's receipt of the fees, CORE shall provide access to the Licensed Program and Services subjectto this Agreement. 4.2. Fees. Customer shall pay CORE the Wayment Enterprise Subscription License and CORE ASP fees asset forth in AttachmentA. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth in Attachment B. If additional CORE modules are made available to Customer during the course of the Initial Agreement Term that are deemed of additional value outside of normal enhancements and upgrades that are normally made available to other subscribers of the service as a normal course of business, and Customer consents and agrees to their use, the i Payment Enterprise Subscription License and CORE ASP fees for those said modules will be additionally charged on a pro -rated basis calculated to the Expiration Date (as defined in Section 2.h. of Attachment D) and shall be paid monthlystarting in the monthof their use and shall end with the Expiration Date. Afterthe Initial Agreement Term, CORE may change the fees upon mutual agreement of the parties onetime per year at the beginning of the new contract year. Any increase in fees shall not increase more than five percent EXHIBIT H CORE BTiPAYMENT AGREEMENT H - 2 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 148 of 172 263