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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> 7 TERM <br /> 7.1 Term <br /> This Agreement will commence on the Effective Date of this Agreement and will continue in effect <br /> until otherwise terminated in accordance with Section 7.2 below. The term of each Sales Order shall <br /> be set forth on the Sales Order. Spatialest reserves the right to change the rates, applicable charges <br /> and usage policies and to introduce new charges, for such Sales Order upon providing Customer <br /> written notice thereof (which notice may be provided by e-mail) at least 60 days prior to the then <br /> current renewal date of the Sales Order and subject to the Customer's approval. <br /> 7.2 Termination <br /> Notwithstanding the foregoing, either Party may terminate this Agreement or any Sales Order (i) <br /> immediately in the event of a material breach of this Agreement or any such Sales Order by the other <br /> Party that is not cured within thirty (30) days of written notice thereof from the other Party, or (ii) <br /> immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary <br /> bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. <br /> Termination of a Sales Order shall not be deemed a termination of this Agreement or any other Sales <br /> Order. Termination of this Agreement shall, however, terminate all outstanding Sales Orders. Either <br /> Party may also terminate this Agreement upon no less than thirty (30) days' prior written notice to <br /> the other Party for any reason, if at such time there are no outstanding Sales Orders then currently in <br /> effect.All rights and obligations of the Parties which by their nature are reasonably intended to survive <br /> such termination or expiration will survive termination or expiration of this Agreement and each Sales <br /> Order and SOW. <br /> 7.3 Effect of Termination <br /> Upon any termination or expiration of this Agreement or any applicable Sales Order, Spatialest shall <br /> no longer provide the applicable Software and Services to Customer and Customer shall cease and <br /> cause its Users to cease using the Software and Services.Customer shall pay Spatialest for all fees that <br /> had accrued prior to the termination date. Except as expressly provided herein, termination of this <br /> Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to <br /> any other right or remedy of such party. Upon termination of this Agreement, each party shall <br /> promptly return or destroy all Confidential Information of the other party in its possession. <br /> 8 OWNERSHIP <br /> 8.1 Ownership <br /> The Software, Services, Documentation any copy, modification, or derivative made of any of the <br /> foregoing, and all rights therein, including but not limited to copyrights, patents, utility models, <br /> industrial designs/design patents, registered and/or unregistered trademarks, trade secrets, and any <br /> Spatialest Master Software and Services Agreement 9 <br />