2005 054 Ordinance - Laserfiche WebLink

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8e TERMINATION. 8.1. Ternunation Due to Non-Performance. 8.1.1.If either party fails to perform under any provision of the Agreement except as provided in Section 8.2.1, then the other party may serve written notice upon the non-perfornung party specifying the nature of the failure. If, within 60 days of the date notice is served, the non- performing party has not cured the default or presented a plan acceptable to the other party to cure the default, then upon expiration of the 60 day period, the party giving the notice may, at its option, ternunate the Agreement. Any liquidated damages with respect to Services having minimum commitments will be set out in the applicable Addendum provided no such minimum commitments will be applicable in any situation in which OneCleveland is in material default for non-performance. 8.2. Ternunation by OneCleveland. 8.2.1.If (i) Subscriber has not paid OneCleveland Fees when due and payable, or any fees payable to OneCleveland for additional services that have been performed or any other properly due amounts and if such failure has continued for thirty (30) days after written notice of non- payment has been provided to Subscriber, or (ii) Subscriber, if a tax-exempt entity, ceases to be tax-exempt, then OneCleveland may ternunate this Agreement immediately by written notice to Subscriber or suspend the Services. 8.2.2.OneCleveland may ternunate or suspend the Services under this Agreement by providing written notice to Subscriber at least 90 days prior to the beginning of any Fiscal Year. In addition, OneCleveland may ternunate Services as otherwise provided herein. 8.3. Other Ternunation Situations. Either party shall have the right to immediately terminate this Agreement, in whole or in part, upon written notice to the other if the other party: 8.3.1.Ceases to do business as a going concern; 8.3.2.Makes an assignment for the benefit of its creditors; 8.33.Admits in writing its inability to pay its debts as they become due; 8.3.4.Becomes insolvent, suspends or abandons its business; 8.3.5.Authorizes, applies for, or consents to the appointment of a trustee or receiver of all or a substantial portion of its assets; 8.3.6.Files a voluntary petition under any bankruptcy or insolvency law or files a voluntary petition under the reorganization provisions of the laws if the United States; or 8.3.7.A court assumes jurisdiction over the assets of that party. 8.3.8.Is unable to fulfill its obligations under this Agreement due to Force Maj eure as referred to in Section 13 lasting more than ten (10) days and, upon twenty-four (24) hours written notice from the other. SSA20051021 Page 6 of 14