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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED <br /> 14 <br /> 4. Term and Termination <br /> 4.1. As a master agreement, this Agreement shall remain in place until terminated as set forth herein. <br /> 4.2. The term of a Statement of Work will begin when it is executed by both parties and will terminate <br /> when performance under the Statement of Work is completed and paid for, unless the Statement <br /> of Work is otherwise terminated as provided herein or in the Statement of Work. Either party may <br /> terminate this Agreement or any Statement of Work if the other party materially breaches this <br /> Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not <br /> put in place, within thirty (30) days after written notice identifying specifically the basis for such <br /> notice. If a breach relates solely to Services provided or fees to be paid under a specific <br /> Statement of Work and not to other Statements of Work, then a party will have the right to <br /> terminate only the affected Statement of Work and not the entire Agreement or other Statements <br /> of Work. <br /> 4.3. Customer may terminate a Statement of Work by providing at least thirty (30) days prior written <br /> notice to Farragut, in the event that applicable county, state,or federal funds associated with such <br /> project are withdrawn. <br /> 4.4. The terms provided in Sections 3, 5, 6.1, 7 and 8 of this Agreement shall survive any termination <br /> of this Agreement. In the event of termination, unless such termination is due to a material breach <br /> by Farragut, Customer agrees to pay Farragut for all Services rendered and expenses incurred <br /> up to the date of termination (on a pro-rated basis for fixed-fee or milestone-based Statements of <br /> Work). <br /> 4.5. Except as otherwise set forth in this Agreement, termination of this Agreement by either party will <br /> be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of <br /> such party.Termination of this Agreement will not relieve Customer of its obligation to pay all fees <br /> and expenses that accrued before such termination. <br /> 5. Representations and Warranties <br /> 5.1. Farragut represents and warrants that it has the requisite knowledge, expertise and experience <br /> necessary to perform Services under this Agreement, and that the results of the Services will <br /> meet the tax purposes of Customer,to the extent such purposes are reflected in the requirements <br /> and specifications set forth in a Statement of Work between the parties. Customer agrees to notify <br /> Farragut of any breach of this representation within thirty (30) days after completion of the <br /> Services, including all substantiating documentation. Customer's sole remedy for breach of this <br /> representation shall be for Farragut to reperform the Services at issue at no charge to County; <br /> provided that if Farragut breaches this representation for the same Services more than three (3) <br /> times, then County will have the right to terminate this Agreement for breach without further <br /> opportunity to cure. <br /> 5.2. Customer represents and warrants that it has obtained or will obtain prior to Farragut's <br /> commencement of the Services all licenses and consents from third party vendors authorizing <br /> access to and/or modifications of software and/or technical information owned by such vendors <br /> and licensed to Customer, as required in order for Farragut to perform the Services. <br /> 5.3. Each party represents and warrants that it has received all necessary authority and approvals to <br /> enter into this Agreement, and that the negotiation and performance of this Agreement is not in <br /> conflict with any other agreement entered into by such party. <br /> 5.4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, FARRAGUT MAKES NO <br /> WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED <br /> WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A <br /> PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE <br /> TRADE OR BY COURSE OF DEALING. <br /> 6. Liability and Insurance <br /> -3- <br />