Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

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party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. If the breaching party fails to correct the default within such ninety (90) day period, and did not issue a notice disputing the alleged default within such thirty (30) day period, the other party may terminate this Agreement upon written notice to the other party to that effect b. If City has failed to pay any amounts when due under this Agreement, Systems & Software shall have the right to (i) suspend performance of the Hosting Services (including City access to the Hosting Services) until all amounts are paid in full; and/or (ii) terminate this Agreement effective immediately upon written notice to City to that effect. c. Systems & Software may terminate this Agreement effective immediately upon written notice to City if City has breached its obligations of confidentiality or any intellectual property right or proprietary right of Systems & Software. d. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. e. This Agreement shall automatically terminate in the event that the Information Systems Agreement is terminated. 12. Effects of Termination In the event of termination or expiration of this Agreement: (a) All rights granted to City in this Agreement shall immediately terminate and Systems & Software will immediately cease to perform the Hosting Services. (b) City will pay all amounts due under this Agreement up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to Systems & Software (including court costs, attorney fees, and repossession charges to the extent not prohibited by law). (c) City shall return to Systems & Software or at Systems & Software's option purge or destroy all copies of any Confidential Information of Systems & Software in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of City confirming same within thirty (30) days. (d) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. (e) Any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the following: an acceleration of all Annual Hosting Fees due for each year of the Initial Term not already invoiced and/or paid, which amount will be due immediately. This section will not affect Systems & Software's right to collect any further invoiced amounts for other Professional Service Fees. (f) Conditional upon City's payment of all Fees that are due to Systems & Software, Systems & Software will furnish the City with a copy of the Data in a format to be mutually agreed upon between the parties in writing. The anticipated services to provide a copy of the Data are one to two weeks and will be billed at Systems & Software's then current daily rate. Upon receipt of notice from City confirming receipt of the Data, Systems & 7of12