Orange County NC Website
Browse       Search
4 <br /> <br /> <br />Section 11(b) SaaS Service Terms. Section 11(b) is hereby modified as follows (additions are represented by <br />underline and deletions are represented by strikethrough): <br /> <br />“SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial Term”) <br />and automatically renews may be renewed by written amendment for the same length as the Initial Term or <br />for a great or lesser Term upon the mutual written agreement of the parties. Either party shall give written <br />notice 45 90 days prior to the end of the Initial Term, or any renewal term (“Renewal Term”), of its intention <br />to terminate the Order Form. The Initial Term and any Renewal Term, combined, are referred to as the “Term”. <br />The SaaS Services may not be terminated in whole or in part during the Initial Term or any Renewal Term, <br />except as set forth in Section 11(c).” <br /> <br />Section 11(c) Termination. Section 11(c) is hereby modified as follows (additions are represented by underline <br />and deletions are represented by strikethrough): <br /> <br />“Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, <br />immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach <br />of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a written plan of <br />cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except <br />for breach of Section 5 which will have only a 10 day cure period; (iii) the other party ceases business <br />operations; (iv) the other party becomes insolvent, generally stops paying its debts as they become due or <br />seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or <br />comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 <br />days after commencement of one of the foregoing events); or (v) in the event Client—a public entity <br />dependent upon receiving public funding for the performance of its operations: (a) does not receive, (b) is not <br />appropriated, or (c) otherwise experiences or is notified of a reduction in Client’s funding, Client shall have the <br />option to terminate this Agreement and Order Form(s) solely on the basis of lack of reduction of funding on <br />an annual basis. Client’s written notice of termination on the basis of subsection (v) of this Section 11(c) shall <br />include appropriate documentation reasonably satisfactory to SSG demonstrating that funding has been or <br />will be reduced or is no longer available for Client’s to fulfill its obligations under this Agreement. Where a <br />party has rights to terminate, that party may at its discretion either terminate the entire Agreement or the <br />applicable Order. In such case, Order Forms that are not terminated will continue in full force and effect under <br />the terms of this Agreement.” <br /> <br />Section 12(b) Force Majeure. Section 12(b) is hereby modified as follows (additions are represented by <br />underline and deletions are represented by strikethrough): <br /> <br />“Force Majeure. Any party hereto will be excused from performance (except payment obligations, provided <br />SSG is able to continue services during the Force Majeure event) under this Agreement for any period of time <br />that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility <br />or communication failures, or other cause beyond the party’s reasonable control. Both parties will use <br />reasonable efforts to mitigate the effect of a force majeure event. Either party may terminate this Agreement <br />without penalty if a Force Majeure event prevents either party from its performance obligations under the <br />terms of this Agreement for a consecutive period of time exceeding ninety (90) or more days.” <br /> <br />Section 12(i) Governing Law and Dispute Resolution. Section 12(i) is hereby deleted in its entirety and <br />replaced with the following: <br /> <br />“Governing Law and Dispute Resolution. This Agreement and the duties, responsibilities, obligations and <br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF