Professional Services Agreement - New Avenues Inc - Employee Assistance Program Annual Renewal

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City of South Bend EAP Contract Page 12 Prepared on November 14, 2017, Amended January 17, 2018 Notwithstanding the foregoing, if either party breaches a material obligation of this Agreement and fails to correct such breach within thirty (30) days after receiving written notice of the breach, then the other party shall have the immediate right to terminate this Agreement upon written notice. The Company's obligation to pay all charges that have accrued prior to termination will survive any termination of this Agreement. In addition, upon termination of this Agreement, New Avenues will not be responsible for maintaining copies of records relating to the provision of services under this Agreement. New Avenues may dispose of the Company's records and data unless previously directed in writing by the Company. The Company will reimburse New Avenues for the cost of producing any information in New Avenue's possession or control .relating to services provided under this Agreement. XV. Amendment - The parties may amend this Agreement at any time upon mutual agreement; provided, however, that` by amendment to this Agreement must be in writing and signed by authorized representatives of both parties. In the event of a change in Federal or state laws or regulations affecting the services provided under this Agreement, New Avenues may amend this Agreement upon thirty (30) days prior written notice to the Company. In addition, after the Initial Term, New Avenues may increase its fees upon thirty (30) days written notice to the Company. Upon notification of an amendment to this Agreement or a change in fees, the Company may terminate this Agreement upon thirty (30) days prior written notice to New Avenues. XVI. Intellectual Property All materials, including but not limited to forms, brochures, posters and on-line content ("Materials") furnished by New Avenues to the Company are granted pursuant to a personal, non -transferable and non-exclusive license to use the materials solely for the Company's performance of its obligations under this Agreement or to facilitate New Avenue's performance of its obligations under this Agreement. The Company shall not have the right to copy, distribute, reproduce, alter, display, or use the Materials or any New Avenues trademarks for any other purpose. The Company agrees that it will keep the Materials confidential and will use commercially reasonable efforts to protect the contents of Materials from unauthorized use. The license to use the Materials shall end upon termination of this Agreement. Upon termination of this Agreement, the Company shall destroy the Materials or, if requested by New Avenues, return them to New Avenues. XVIL Notices All notices, requests and communications to either party regarding the terms of this Agreement, including, but not limited to, significant changes effecting the implementation of this Agreement, or scope and service, shall be in writing (including faxes or similar writing) and shall be given to the party at its respective address identified on the signature page of this Agreement or to such other address or fax number as either party may hereafter New Avenues