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09/17/2009 11:12 9196443324 FINANCE PA(~ 08 <br />(b) by either party if the other party. materially defaults or breaches this <br />Agreetxxent and fails to cure such default or breach within sixty (tiQ) days following receipt <br />of written notice frosxl the noi~ breaclvng party. <br />ICf,3 Rights Upon Termina 'on , Upon any expiration or termination of this Agreement, <br />and unless otherwise expressly provided in an exhibit to this Agreement: <br />(a) Client's right to access or use the Granicus Solution, including Granicus <br />Software, tetazzittates and Granicus has too further obligation to provide any services; <br />(b} Client lass the right to keep any purchased Hardware, provided that Client <br />removes attd/or uzzinstalls any tranicus Software on such Hardware; and <br />(c) Client shall immediately return the Granicus Software and all copies <br />thereof to Granicus, attd within thirty (3t?) days at' termination, Client shall deliver a <br />written certification to Granicus certifying that it no longer has austady of any copies of the <br />Gtataicus Software, <br />14.4 Ql~j~gations Unon Termination. Upon any tennination of this Agreement, <br />(a} the parties shall nsrzaaixz responsible for any payments that have become <br />due and owing up to the effective date of terminations; <br />(b) the provisions of. Sections 2.1, 2.4, 2.5, 4, S, 6, 7.2, 7.3, 8, 9,1, It}.4, 11, 12 <br />azzd 13.hereof, and applicable provisiozzs o£ the Exhibits intended to survive, shall survive <br />termination of this Agreeznezzt and continue in frill force and effect; <br />(c) pursuant to the 'I'ernaination or Expiration Options Regarding Content <br />attached as xhi it E, Granicus shall allow tlae Client litnited access to the Client's <br />Content, including, but not lizxrated to, all video recordings, timestaznps, indices, and cross- <br />referenced documentation. The Client shall also have the option to order hard copies of the <br />Content iza the form of compact discs or other equivalent farznat; azzd <br />(d) Granicus has the right to delete Content within, sixty (ti0) days of the <br />expiration or termination of this Agreerraent. <br />l 1. PATE~1'I'. COPYRIGHT A.ND TRADE SECRET INFRINGEMENT. <br />11.1 S~itellectual Ftopert~Indezruzity. Subject to the tezxzzs and conditions of this <br />Agreement, Granicus will defend stay suit brought by a third party against Client to the extent <br />based on a claim that the Granicus Software infringes any United States patent, copyright, trade <br />secret or trademark, and Granicus will pay gray fanal judgment rendered on, or settlement agreed to <br />ia, writing by Cxranicus with respect to, such claitn, 't`hese obligations are contingent upon Client <br />promptly notifyitag Granicus in writing of any claims or threatened claims, Granicus having sole <br />control over the defense and all negotiations for settlement of any such claim, and Client giving all <br />reasonable assistance to Granicus in the defense and settlement of the claim. These obligations are <br />further subject to Client being in compliance with its payment obligations under this AgreezrzexAt, <br />Granicus wilt not be responsible for any settlement it does not approve in writing. THE <br />FOREGGIlVG IS 1N LIEU OF ANY V1TAdtRAbT'I`SES OF NONINFRINGEMENT, WINCH .A:RE <br />DISCLAIMED. <br />GxP1h[CUS, INC. SeRVtCI: AGRk:~'IENT 1 Version 4.4.1 <br />