Software Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration

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f)A (%UITAS STIONS party may terminate this Agreement, including all open SOWS, immediately upon written notice to the defaulting party. The right to terminate the Agreement is in addition to any other rights and remedies provided under the Agreement or otherwise under law. IT, In addition to the rights set forth in Paragraph 0 above, if the City fails to pay any fees or charges due under the Agreement or fails, to carry out any other obligation under the Agreement, Aquitas imay, at its option, suspend any Services upon ten days' prior written, notice to the City, until the City cures the default, 8.7 Effect of Termination No termination of the Agreement shiall release the City from any obligation to pay Aquitas any amount that has accrued or becomes payable at or prior to the date of termination. No suspension of the Services under Paragraph 0 above shall release the City from any obligation to pay Aquitas any fees due under the Agreement. The City shall not be entitled to any refund of any fees paid to Aquitas as a result of a termination Ibased on the City default. Within ten (10) days after the effective date of any termination, the City shall return to Aquitas or destroy all materials or media containing any Aquitas Confidential Information, including any information, records, and materials developed on the basis of any Aquitas Confidential Information; and, except for the City data covered in Paragraph 0 below, Aquitas shall return to the City or destroy all materials or media containing any the City Confidential Information, including any information, records, and materials developed on the basis of any the City Confidential Information, ROTOR�= Upon termination of the Agreement and upon payment of all amounts due from the City under the Agreement, including the amount described in the following sentence, Aquitas will return to the City all of the City data archived on Aquitas' servers. The City shall pay Aquitas' then -current standard rates for Aquitas' work to format, prepare, and deliver the City data to the City not to exceed seven -thousand ($7,000.00) dollars. Aquitas will provide data containing the SMP folder, attached documents (doclinks), and a full export of the Maximo 7.6 database or most current. These files will be uploaded to an FTP site of the City's choosing and would occur within ten (10) business days. Aquitas and the City are independent contractors. Neither party shall have authority to assume, create, or enlarge any obligation or commitment on behalf of the other party without the prior written consent of the other party. In addition, neither party shall use the other party's name in any way that implies thiat the party is an agent, partner, or employee of the other party or has the authority to bind the other party to any agreement. South Bend Maximo Migration to MaaS Page 31 of 36 Confidential