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8 <br /> <br /> <br />8. Term and Termination. <br />(a) Term. This Agreement will remain in effect or as long as an applicable Order <br />Form is active hereunder. <br />(b) Termination for Cause. <br />(i) Chmura may, at any time without prior notice to Client, directly or <br />indirectly, suspend, terminate, or otherwise deny Client and any End Users access to or use of all <br />or any part of the Products, without incurring additional obligation or liability, if: (A) Chmura <br />receives a judicial or other governmental demand or order, subpoena, or law enforcement request <br />that expressly or by reasonable implication requires Chmura to do so; or (B) Chmura believes, in <br />its sole discretion, that: (x) Client or an End User has failed to comply with any material term of <br />this Agreement, or accessed or used the Products beyond the scope of the rights granted or for a <br />purpose not authorized under this Agreement; (y) an End User’s access credentials have been <br />compromised; or (z) Client or any End User is, has been, or is likely to be involved in any <br />fraudulent, misleading, or unlawful activities. This Section 8(b)(i) does not limit any of <br />Chmura’s other rights or remedies, whether at law, in equity, or under this Agreement. <br />(ii) Either party may terminate this Agreement at any time upon the <br />occurrence of the following: <br />(A) the voluntary or involuntary dissolution and liquidation of the <br />other party, the filing of a voluntary petition in bankruptcy, the filing of an involuntary petition <br />in bankruptcy by creditors of the other party, which petition is not dismissed within ninety (90) <br />days, or a general assignment by the other party for the benefit of creditors; or <br />(B) if the other party has committed a material breach of any of the <br />provisions of this Agreement, and such breach is not cured within thirty (30) days following the <br />breaching party’s receipt of notice from the non-breaching party specifying such breach. <br />(c) Effect of Termination. Upon the termination of this Agreement: (i) all rights, <br />licenses, consents, and authorizations granted by Chmura hereunder will immediately terminate; <br />(ii) Client and End Users shall immediately cease all use of the Products, Documentation, and <br />Chmura’s Confidential Information; and (iii) Chmura may immediately terminate Client’s and <br />all End User’s access to the Products and disable all passwords issued to Client and its End <br />Users, if applicable. In the event of termination of the Agreement for material breach by <br />Chmura, Chmura shall refund to Client the pro-rata portion of the Fees paid by Client for the <br />remainder of the then-current term of any current Order Forms. In the event of termination of the <br />Agreement for material breach by Client, then upon such termination, (A) Chmura shall be <br />entitled to retain all Fees paid by Client as of the date of termination, and (B) Client shall <br />immediately pay Chmura all remaining Fees due for the remainder of the then-current term of <br />any current Order Forms. <br />9. Confidential Information. <br />(a) Generally. Each party (the “Receiving Party”) will hold the Confidential <br />Information of the other party (the “Disclosing Party”) in confidence for the Disclosing Party <br />and, except as may be authorized by the Disclosing Party in writing, the Receiving Party will not <br />use or disclose Confidential Information to any persons except as contemplated hereunder and <br />provided that such persons are bound to confidentiality obligations at least as restrictive as the <br />Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B