Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 10.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 10.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose. 11. Term and Termination. 11.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect until 36 months from such date (the "Initial Term"). 11.2 Renewal. This Agreement will automatically renew for successive 12 month terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non -renewal at least 60 days prior to the expiration of the then -current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). IL 3 Termination. In addition to any other express termination right set forth elsewhere in this Agreement: EmNet may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than 10 days after EmNet's delivery of written notice thereof, (ii) breaches any of its obligations under Section 3.3 (Use Limitations and Restrictions) or Section 10 (Confidentiality), (iii) upon seven days written notice if Customer demands that EmNet furnish or perform services contrary to EmNet's responsibilities as a licensed professional, or (iv) upon seven days written notice if the EmNet Services are delayed for more than 90 days for reasons beyond EmNet's control. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach; and either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 11.4 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: 11