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15. Consequences of Termination 15.1 Upon termination of this Contract, Customer shall immediately cease using the Software and Services, deleting all relevant Software and data from both Customer's machines and backup media and upon request provide Civica with written confirmation of deletion. 15.2 Upon termination of this Contract, Customer shall immediately deliver up to Civica: 15.2.1 the Software and any copies thereof, any related manuals and documentation; and 15.2.2 any Civica Hardware held at Customer sites, and 15.2.3 all copies of Civica's Confidential Information and copies of programs, manuals and documentation used by Civica for the purpose of providing the Services. 15.3 Upon termination of this Contract, Civica shall immediately deliver up to Customer any copies of Customer's Confidential Information and data in its possession that Customer requests are returned. 15.4 In the event Customer fails to comply with its obligations under Clause 15.2, Civica shall be entitled to retake possession, by entry into any sites or otherwise, of the Software, the Civica Hardware and the Civica Confidential Information and any related manuals and documentation. 15.5 Termination will not discharge Customer from any payment obligation under this Contract, or from payment of sums already due, or, in the case of termination under Clause 14.1 or 14.2 from payment of any sums which would necessarily have become due if the licence had not been terminated. 15.6 Clauses which expressly or by implication have effect after termination shall continue in full force and effect. 16. Audit 16.1 Subject to reasonable notice Civica will provide information that Customer reasonably requests in order to meet its audit requirements. 16.2 Civica reserves the right to charge a reasonable fee for provision of services required if Customer requires Civica to hold and make available information that is not covered by normal accounting practices and would not normally be made available by a commercial organization. 17. Notices 17.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post or by commercial courier or by electronic mail, at its principal place of business. In the case of Civica notices, they shall be addressed for the attention of the Managing Director with a copy to admin(cDcivicaus.com. 17.1.1 Any notice or communication shall be deemed to have been received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post at 9.00 am on the third day after posting, or if delivered by commercial courier on .the date and at the time that the courier's delivery receipt is signed. 17.1.2 Any notice sent by electronic mail shall be deemed received upon delivery by electronic mail with confirmation from the server transmission was completed. 18. General 18.1 This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Contract, it has not relied on,. and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Contract. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation. 18.2 Schedule 3 includes a change control procedure, either party may at any time request a change to this Contract and the Services. No variation of this Contract, including any additional terms and conditions, shall be binding unless it is in writing and signed by each of the parties (or their duly authorized representatives). 18.3 No failure or delay in exercising any remedy or right under this Contract will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any remedy or right under this Contract or otherwise. Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 11 of 19