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<br />3 <br /> <br />use, personal property, value-added, withholding, <br />excise or other taxes and duties, if any, but <br />specifically excluding any income or corporate <br />franchise taxes, will be added to the invoice as <br />prescribed by applicable law. In the event <br />Customer is a tax-exempt organization, <br />Customer shall provide all documentation <br />requested by EP to evidence its tax-exempt <br />status. <br /> <br />4.3 No Refunds. Except as expressly <br />provided otherwise, all Fees are non-refundable. <br />No Fees shall be refunded to the Customer upon <br />the early termination of the Agreement pursuant <br />to Sections 5 and 6 of this Agreement. <br /> <br />SECTION 5 <br />Term and Termination <br /> <br /> 5.1 Term. The term of this Agreement shall <br />commence on 1 July, 2023 and, unless <br />terminated earlier as provided herein, shall <br />continue for a period of twelve (12) months (the <br />"Initial Term"). The Agreement shall <br />automatically renew for additional two-year terms <br />(“Renewal Term”) following the end of the Initial <br />Term at the discretion of EP and upon payment <br />of the Fees for the Renewal Term at least thirty <br />(30) days prior to the end of the Initial Term. <br /> <br />5.2 Termination. <br /> <br />(a) This Agreement shall only be terminated <br />upon any of the following events: <br /> <br />(i) EP reserves the right to terminate this <br />Agreement immediately if the License and <br />accompanying Support Services provided <br />hereunder become illegal or contrary to any <br />applicable law, rule, regulation, or public policy; <br />or, <br />(ii) EP or Customer may terminate this <br />Agreement upon an uncured Event of Default as <br />provided for in Section 6. <br />(iii) Customer provides notice of non- <br />renewal at least sixty (60) days prior to the <br />expiration of the Initial Term or any subsequent <br />Renewal Term. <br />(b) Upon termination of this Agreement, <br />Customer shall immediately and permanently <br />discontinue using, in any manner whatsoever, the <br />Application(s). <br /> <br /> (c) Upon termination of this Agreement, EP <br />shall: <br /> <br />(i) Return all Customer Data in electronic <br />format; and, <br /> <br />(ii) Within thirty (30) days of the effective <br />date of such termination and upon request by <br />Customer, certify in writing to Customer that all <br />actions required by this Section 5.2(c) have been <br />complied with by EP. <br /> <br />SECTION 6 <br />Default and Remedies <br /> <br /> 6.1 Events of Default. Each of the following <br />shall constitute an Event of Default under this <br />Agreement: <br /> <br /> (a) Customer fails to pay any <br />amount due hereunder within ten (10) days after <br />receipt of written notice from EP that said <br />payment is past due; and <br /> <br />(b) Either party fails to perform or <br />observe any obligation, covenant, term, condition <br />or provision of this Agreement, and such failure is <br />not remedied or cured by the defaulting party <br />within thirty (30) days after receipt of written <br />notice thereof by the other party hereto. <br /> <br /> 6.2 Remedies. If an Event of Default occurs, <br />the non-defaulting party may, at its option, pursue <br />any remedy available to it at law or equity, <br />suspend performance of its obligations under this <br />Agreement for so long as the Event of Default <br />continues unremedied, and/or terminate this <br />Agreement or any portion hereof. <br /> <br />SECTION 7 <br />Representations and Warranties <br /> <br /> Each party represents and warrants that it has the <br />power and authority to enter into this Agreement. <br />DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4