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shall be in default. Unless CITY's default is excused in writing by COUNTY,
<br />COUNTY may upon written notice immediately cancel or terminate this
<br />Agreement in its entirety. Additionally, failure to comply with the terms of this
<br />Agreement shall be just cause for COUNTY to delay payment until CITY's
<br />compliance. In the event of a decision to withhold payment, COUNTY shall
<br />furnish prior written notice to CITY.
<br />B. For purposes of this subsection, "Data" means any data or information, and any
<br />copies thereof, created by CITY or acquired by CONTACTOR from or through
<br />COUNTY pursuant to this Agreement, including but not limited to handwriting,
<br />typewriting, printing, photocopying, photographing, facsimile transmitting, and
<br />every other means of recording any form of communication or representation,
<br />including electronic media, email, letters, works, pictures, drawings, sounds,
<br />videos, or symbols, or combinations thereof.
<br />Upon expiration, cancellation or termination of this Agreement:
<br />I . At the discretion of COUNTY and as specified in writing by the
<br />Contract Administrator, CITY shall deliver to the Contract Administrator
<br />all Data so specified by COUNTY.
<br />2. COUNTY shall have full ownership and control of all such Data.
<br />If COUNTY permits CITY to retain copies of the Data, CITY shall not,
<br />without the prior written consent of COUNTY or unless required by law,
<br />use any of the Data for any purpose or in any manner whatsoever; shall
<br />not assign, license, loan, sell, copyright, patent and/or transfer any or all of
<br />such Data; and shall not do anything which in the opinion of COUNTY
<br />would affect COUNTY's ownership and/or control of such Data.
<br />3. Except to the extent required by law or as agreed to by COUNTY,
<br />CITY shall not retain any Data that are confidential, protected, privileged,
<br />not public, nonpublic, or private, as those classifications are determined
<br />pursuant to applicable law.
<br />C. Notwithstanding any provision of this Agreement to the contrary, CITY shall
<br />remain liable to COUNTY for damages sustained by COUNTY by virtue of any
<br />breach of this Agreement by CITY. Upon notice to CITY of the claimed breach
<br />and the amount of the claimed damage, COUNTY may withhold any payments to
<br />CITY for the purpose of set-off until such time as the exact amount of damages
<br />due COUNTY from CITY is determined. Following notice from COUNTY of
<br />the claimed breach and damage, CITY and COUNTY shall attempt to resolve the
<br />dispute in good faith.
<br />D. The above remedies shall be in addition to any other right or remedy available to
<br />COUNTY under this Agreement, law, statute, rule, and/or equity.
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