Agmt19 CherryRoad Technologies, Inc.

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9.2 Termination for Cause by City. In the event of a material breach of this Agreement by Consultant, City shall provide Consul tantwith written notice of the breach, with such sufficient detai I so the Consultant can readily understand the claimforbreach and commence to curethe breach. Consultant's direct fail uretodeliver any of the Services and deliverables will be considered a material breach. Consultants hall have thirty (30) calendar days from the date of its receipt of such notification to cures uch breach. If the material breach is not cured withinthat time period, the City mayterminate this Agreement immediately. 9.3 Termination or Suspension for Cause by Consultant. In the event of a material breach of this Agreement by City, Consultantshal I provide City with written notice of the breach, with such sufficientdetail sothe City can readily understand the claimforbreach and commence to curethe breach. Cityshall havethirty(30) calendar days from the date of its receipt of such notification to cure such breach. If the breach is a payment breach and is notcured withinthe specified time period, then Cons ultantmay either suspend performance under this Agreement or may terminate this Agreement immediately. If the breach is a non-payment breach and City does not cure such breach within the specified time, the Consultant will not havethe rightto terminate this Agreement, but will be entitled to a Change Order to address any additional costor delayin the project as a result of the breach by the City. If the City does not cure a non-payment breach within ninety (90) calendar days,then Consultantwill havethe rightto terminate this Agreement. 9.4 Termination for Lack of Funds. In the event the funds to financethis Agreement become unavailableor are not allocated, City shall provide Consultant with ninety (90) calendar days' written notice of termination. Nothing in this Agreement shall be deemed or construed to prevent the parties from negotiating a new Agreement inthis event. 9.5 Effect of Termination. Upon termination or expiration of this Agreement: 9.5.1 Consultantshallp[acenofurther orders nor enter into subcontracts formaterials orservices unless it is necessary in accordance with agreed upon wind -down disentanglement procedures. Consultant shall,upon receiptof termination notice, unless otherwisedirected by City (i)take such action as may be necessaryforthe protection and preservation of City's materials and property; and (H) shall actin good faith to mitigate costs to City. 9.5.2 City and Consultantshall mutuallyagree upon "wind -down" disentanglement procedures to include, without limitation, the scope, staffing, and costs required by such procedures. Such services shall be paid to Consultanton a time and materials basis atthe rates listed i n this Agreement. 9.5.3 Consultantwill cooperatewith Cityto obtain a new CSA with Oracleto transition the Cloud Services sothere isnomaterialdisruption inCityoperations. 9.5.4 Cityshall payforcompleted Services performed by Consultant, including deliverables orServicesthat were not yet completed or received by City but were performed pursuantto this Agreement. Upon payment for such deliverables or Services, Cityshall beentitled to all completed and uncompleted deliverables in connection with such Services. 9.5.5 Each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. 9.5.6 Consultantshall deliver to City al I City Data in a then mutually agreed upon formatwithin a reasonable amount of time, not to exceed sixty(60)days. 9.5.7 Upon delivery of City Data, Consultant shall delete all City Data in its possession, including any backups. 10.0 NON -DISCLOSURE. 10.1 Duringthe termof this Agreement, City wil l have access to and become acquainted with Consultant's written and oral confidential and proprietary Information. Such information must be clearly communicated to Cityas confidential or proprietary. Subjectto the requirements of the California Public Records Act (Govt Section 6250 et seq.) or other applicable law. such information shall not be disclosed by City to any third -party without the GENERAL TERMS AND CONDITIONS Page 9 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 9 of 172