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Spatialest Master Software and Services Agreement 9 <br /> <br />ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING SET FORTH IN EACH SALES ORDER REFLECTS THIS <br />ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. <br /> <br />7 TERM <br /> <br />7.1 Term <br />This Agreement will commence on the Effective Date of this Agreement and will continue in effect until <br />otherwise terminated in accordance with Section 7.2 below. The term of each Sales Order shall be set <br />forth on the Sales Order. Spatialest reserves the right to change the rates, applicable charges and usage <br />policies and to introduce new charges, for such Sales Order upon providing Customer written notice <br />thereof (which notice may be provided by e-mail) at least 60 days prior to the then current renewal date <br />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 Party <br />may also terminate this Agreement upon no less than thirty (30) days’ prior written notice to the other <br />Party for any reason, if at such time there are no outstanding Sales Orders then currently in effect. All <br />rights and obligations of the Parties which by their nature are reasonably intended to survive such <br />termination or expiration will survive termination or expiration of this Agreement and each Sales Order <br />and SOW. <br />7.3 Effect of Termination <br />Upon any termination or expiration of this Agreement or any applicable Sales Order, Spatialest shall no <br />longer provide the applicable Software and Services to Customer and Customer shall cease and cause its <br />Users to cease using the Software and Services. Customer shall pay Spatialest for all fees that had accrued <br />prior to the termination date. Except as expressly provided herein, termination of this Agreement by <br />either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or <br />remedy of such party. Upon termination of this Agreement, each party shall promptly return or destroy <br />all Confidential Information of the other party in its possession. <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D