12-14-2015 Councill Packet - Laserfiche WebLink

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6 Cartegraph_MPA 04-2013 D. Unless otherwise stated in the most recently executed Purchase Agreement, this Agreement and the Purchase Agreement shall automatically renew at the then current rates for a one (1) year term beginning on the first day following the date identified in the Purchase Agreement as the end of the term of this Agreement. Such automatic renewal shall continue after the end of each successive year until a new Purchase Agreement is executed or until Customer or Cartegraph terminate this Agreement as provided for herein. E. If this Agreement and the most recently executed Purchase Agreement are automatically renewed under the terms of the previous paragraph “D”, there shall be an automatic increase of up to five percent (5%) annually to all prices that were in effect during the immediately previous term. F. If Customer wishes not to renew this Agreement, Customer must provide written notice of Customer’s intent not to renew this Agreement at least ninety (90) days prior to the end of the term then in effect. G. Notwithstanding anything to the contrary in this Section, Support, Services and Hosting shall terminate imm ediately upon termination of this Agreement. 10. Termination. A. Notwithstanding the foregoing, Cartegraph shall have the right to terminate this Agreement if Customer fails to pay any and all required license fees, Support charges, Services charges, Hosting charges or otherwise fails to comply with this Agreement or the terms and conditions of any applicable Third Party Licensor agreement. B. Upon expiration of the license term or upon notice of such termination, Customer shall immediately return or destroy the Software and all portions and copies thereof as directed by Cartegraph or Third Party Licensors and, if requested by Cartegraph or Third Party Licensors, shall certify in writing as to the destruction or return of the same. C. Any termination of this Agreement shall automatically terminate Support, Services and Hosting provided under any Purchase Agreement or Statements of Work, unless otherwise agreed. All confidentiality and non-disclosure obligations shall survive any such termination. D. Customer shall have the right to terminate this Agreement, according to the terms provided herein, by returning or destroying the Software and all portions and copies thereof and certifying in writing as to the destruction or return of the same. E. If Customer wishes to terminate this Agreement prior to the end of the term of this Agreement as identified above or in the appropriate Purchase Agreement, Customer must provide Car tegraph with written notice of such intent to terminate at least ninety (90) days prior to such termination. Any such termination by Customer shall subject Customer to the cancellation fee identified below. F. If Customer terminates before the date set in the Purchase Agreement, Customer shall pay a cancellation fee equal to 80% of the remainder of licensing fees, Support charges and Hosting charges due under this Agreement. There shall be no cancellation fee for Services not yet performed. However, no mat ter the reason, Customer’s termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. G. Provided however, if Customer is a governmental entity and Software, Support, Services or Hosting are not funded for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may terminate for future fiscal years with the cancellation fee identified in the previous paragraph reduced from 80% to 20%. There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer’s termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. H. Cartegraph shall have the right to terminate Hosting, if Hosting services are being provided, by giving at least ninety (90) days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System. I. In addition to the right of termination provided to Cartegraph under other sections of this Agreement, Cartegraph shall have the right to terminate the Software license, Support, Services and/or Hosting upon the occurrence of any of the following events: 1. Customer’s oldest invoice is ninety (90) days past due. Support hold will be initiated when customer’s oldest invoice is thirty (30) days past due or, 2. Subject to applicable law, the appointment of a receiver, trustee in bankruptcy or similar officer for the equity or assets of Customer, or 3. There is an assignment of this Agreement without the prior written consent of Cartegraph. J. Termination shall not be Cartegraph’s exclusive remedy and termination shall not adversely affect any claim for damages against Customer. 11. Limited Warranty. A. Cartegraph warrants that it has the right to sublicense the Software being licensed hereunder pursuant to the terms provided herein. B. Cartegraph warrants that the Software will conform to Cartegraph’s published specifications until Support ends.