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reason and at any time, by providing Company with 30 days’ prior written notice. On receipt of a <br />notice of termination, Company shall, to the extent commercially practicable, promptly terminate <br />any of its obligations to receive undelivered or unfulfilled goods and services from third parties <br />relating to the applicable Services. <br />10.2 Termination by Company. Company may terminate this Agreement on written notice for <br />any reason and at any time only so long as no SOW is then in effect, or no Services are otherwise <br />being performed hereunder. <br />10.3 Termination for Cause. Client and Company each have the right to immediately <br />terminate this Agreement in the event that the other party breaches any term or condition hereof <br />and such breach is not cured within 30 days following written notice thereof from the complaining <br />party. Client and Company each have the right to immediately terminate this Agreement in the <br />event that the other Party becomes insolvent, has voluntary or involuntary bankruptcy <br />proceedings filed by or against it, or makes an assignment for the benefit of creditors. <br />10.4 Effect of Termination. In the event of the termination of this Agreement, Company shall <br />return to Client, within fourteen (14) business days after termination, all Deliverables (finished or <br />otherwise), equipment, instruments, documents, materials, and tangible property of Client. All <br />Confidential Information shall be returned to Client or destroyed as directed by Client. Company <br />is entitled to that portion of the Fees attributable to Services actually performed and Deliverables <br />actually delivered, as well as its actual, documented, reasonable expenses incurred, prior to the <br />effective date of termination in accordance with the applicable SOW Exhibit that could not be <br />cancelled or terminated as required above. Company shall refund to Client, within 30 days after <br />the effective date of termination, all pre-paid or advanced amounts provided to Company relating <br />to Services not yet performed as of the date of termination. <br />11.Representations and Warranties; Standard of Care; Insurance. <br />11.1 Mutual Representations and Warranties. Each party represents and warrants to the <br />other party that: <br />(a)it is duly organized, validly existing and in good standing as a legal entity under the Laws <br />of the jurisdiction of its incorporation, organization or formation; <br />(b)it has the full right, power and authority to enter into and perform its obligations and grant <br />the rights, licenses, consents and authorizations it grants or is required to grant under this <br />Agreement; <br />(c)the execution of this Agreement by its representative whose signature is set forth at the end <br />of this Agreement has been duly authorized by all necessary corporate or organizational action <br />of such party; and <br />(d)when executed and delivered by both parties, this Agreement will constitute the legal, valid <br />and binding obligation of such party, enforceable against such party in accordance with its terms.