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<br />as fair and reasonable. <br /> <br />10. TERM AND TERMINATION. <br /> <br />10.1 Term. The term of this Agreement shall commence on the date hereof and shall <br />continue in full force and effect for one (1) year after the date hereof. This Agreement shall <br />automatically renew for an additional three (3) terms of one (I) year each, unless Client notifies <br />Granicus in writing at least thirty (30) days prior to such automatic renewal that it does not wish to <br />renew this Agreement. <br /> <br />10.2 Termination. This Agreement may be terminated, in whole or in part, pursuant to <br />the following terms and conditions: <br /> <br />(a) after one (1) year from the Effective Date, by the Client for convenience, <br />upon thirty (30) days prior written notice to Granicus; <br /> <br />(b) by either party if the other party materially defaults or breaches this <br />Agreement and fails to cure such default or breach within sixty (60) days following receipt <br />of written notice from the nonNbreaching party. <br /> <br />10.3 Rights Upon Termination. Upon any expiration or termination of this Agreement, <br />and unless otherwise expressly provided in an exhibit to this Agreement: <br /> <br />(a) Client's right to access or use the Granicus Solution, including Granicus <br />Software, terminates and Granicus has no further obligation to provide any services; <br /> <br />(b) Client has the right to keep any purchased Hardware, provided that Client <br />removes andlor uninstalls any Granicus Software on such Hardware; and <br /> <br />(c) Client shall immediately return the Granicus Software and all copies <br />thereof to Granicus, and within thifty (30) days of termination, Client shall deliver a <br />written certification to Granicus certifying that it no longer has custody of any copies of the <br />Granicus Software. <br /> <br />10.4 Obligations Upon Termination. Upon any termination of this Agreement, <br /> <br />(a) the parties shall remain responsible for any payments that have become <br />due and owing up to the effecti ve date of termination; <br /> <br />(b) the provisions of Sections 2.1, 2.4, 2.5, 5, 6, 7.2, 7.3, 8, 9.1, 10.4, 11, 12 <br />and 13 hereof, and applicable provisions of the Exhibits intended to survive, shall survive <br />termination of this Agreement and continue in full force and effect; <br /> <br />(c) pursuant to the Termination or Expiration Options Regarding Content <br />attached as Exhibit E, Granicus shall allow the Client access to the Client's existing <br />Content, including, but not limited to, all video recordings, timestamps, indices, and cross- <br />referenced documentation. The Client shall also have the option to order hard copies of the <br />Content in the form of compact discs or other equivalent format; and <br /> <br />(d) Granicus has the right to delete Content within sixty (60) days of the <br />expiration or termination of this Agreement. <br /> <br />GR^NICus.INC. SERVICE AGREEMENT <br /> <br />7 <br /> <br />Version 4.1.2 <br />