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had not been so limited, the fees charged to Client hereunder
<br />would have been substantially higher.
<br />9. TERM AND TERMINATION
<br />9.1 Term. This Agreement will commence on
<br />the Effective Date and will remain in effect for the period
<br />specified in an Order Form or until terminated as set forth
<br />below:
<br />(a) Termination for Cause. Either party will
<br />have the right to terminate this Agreement if the other party
<br />breaches any material provision of this Agreement and fails to
<br />make substantial progress to cure such breach within thirty
<br />(30) calendar days after receipt of written notice of the breach
<br />from the non -breaching party.
<br />(b) Effect of Termination for Cause. Upon
<br />Client's termination of this Agreement for cause, Client will be
<br />responsible for and will pay Company for all license and
<br />Client Services fees and expenses incurred up to the effective
<br />date of such termination, as set forth on any Order Form,
<br />Upon The Company termination of this Agreement for cause,
<br />the license to use the Software as set forth in Section 2 of this
<br />Agreement will immediately terminate and Client will be
<br />responsible for and will pay Company for all license and
<br />Client Services fees and expenses incurred up to the effective
<br />date of such termination, as set forth on any Order Form.
<br />Upon termination by Company, Client shall immediately
<br />return all copies of the Software to Company.
<br />10. MISCELLANEOUS
<br />10.1 Notices. All notices given hereunder shall be proper
<br />if delivered by any of the following methods: (a) by hand
<br />delivery, (b) by certified U.S. mail, return receipt requested,
<br />postage prepaid, (c) by overnight courier, or (d) by confirmed
<br />electronic mail ("E-niail"), in each case directed to the persons
<br />and at the addresses listed below, which persons or address
<br />may be changed by written notification. All notices shall be
<br />deemed received as follows: (a) if hand -delivered, on the date
<br />of delivery, (b) if mailed, on the date of receipt appearing on
<br />the return receipt card, (c) if sent by overnight courier, on the
<br />date receipt is confirmed by such courier service, or (d) if sent
<br />by E-mail, twenty-four (24) hours after the message was sent,
<br />provided that any notice relating to a default or claim of
<br />default under this Agreement that is sent by E-mail, must also
<br />be sent by one of the other methods described above.
<br />All notices for Service Company shall be addressed and
<br />delivered to:
<br />AccordWare, LLC
<br />2250 Butterfield Drive, Suite 230
<br />Troy, MI 48084
<br />248-822-7777 (phone)
<br />248-822-7377 (fax)
<br />E-Mail: mezmer@accordware.com
<br />it to urent, a[i notices snail be addressed and delivered to:
<br />ATTN: Tierra Davis
<br />The City of South Bend
<br />227 West Jefferson Blvd.
<br />South Bend, IN 46601
<br />(574) 235 5510
<br />E-Mail: tdavis@soutlrbendin.gov j
<br />10.2 Entire Agreement Each party acknowledges that it
<br />has read this Agreement, understands it, and agrees to be
<br />bound by its terms. The parties further agree that this
<br />Agreement, together with all Order Forms and amendments
<br />hereto, is the complete and exclusive statement of the
<br />agreement of the parties with respect to the subject matter of
<br />this Agreement and that it supersedes and merges all prior
<br />proposals, understandings, and agreements, whether oral or
<br />written, between the parties with respect to such subject
<br />matter. To the extent there is any conflict or inconsistency
<br />between the terms of the body of this Agreement and those of
<br />an Order Form, the terms of the Order Form shall control.
<br />This Agreement may not be modified except by a written
<br />instrument duly executed by the parties hereto.
<br />10.3 No Waiver. No delay or failure by either party to
<br />exercise any right hereunder shall constitute a waiver of such
<br />right or of any other rights hereunder,
<br />10.4 Force Majeure. Neither party shall be deemed in
<br />default of this Agreement to the extent that performance of its
<br />obligations are delayed or prevented by reason of any act of
<br />God, war, terrorism, fire, explosion, flood, act of government
<br />or any act or omission of a third party over whom the party
<br />invoking this clause exercises no control (contractually or
<br />otherwise), including, but not limited to, telecommunications
<br />carriers and utilities or any other matter beyond its reasonable
<br />control ("Force Majeure"), provided that the party invoking
<br />this clause gives the other party prompt written notice thereof
<br />when such event of Force Majeure becomes known to it.
<br />Notwithstanding anything to the contrary set forth herein,
<br />neither party's failure or inability to perform shall be excused
<br />to the extent caused by the nonperforming party's independent
<br />acts or omission.
<br />10.5 Relationship of the Parties. Nothing in this
<br />Agreement shall be construed to create a partnership, agency
<br />relationship, or joint venture between the parties hereto.
<br />Service Company is acting as an independent contractor and
<br />not as an employee or agent of Client.
<br />10.6 Sravival of Rights and Obligations. The rights and
<br />obligations of the parties contained in Sections 2.3, 6, 8 and 9
<br />will survive any termination of this Agreement.
<br />10.7 Compliance with Laws. To its best knowledge, each
<br />party is currently in compliance with and shall continue
<br />throughout the term of this Agreement to comply with any
<br />laws and regulations material to its business, including but not
<br />limited to HIPAA, HITECH, and the Employee Retirement
<br />Income Security Act, 29 U.S.C. § 1001 et seq. ("ERISA"). For
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