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<br />the date of termination, (ii) each party shall return to the other party any and all <br />Confidential Information of the other party and all other information, data, <br />software, documentation or equipment in its possession or control which the other <br />party has supplied to such party, and (iii) the Government shall pay Consultant all <br />fees charged through the date of termination on a time and materials basis using <br />rates shown in Exhibit A. <br /> <br />D. Survival: The provisions of Sections V, VI. VII, IX, X, XI. and XIII, and any <br />definitions provided herein for purposes of aiding in the interpretation of this <br />Agreement, shall survive any termination of this Agreement. <br /> <br />XIV. OBLIGATIONS OF THE GOVERNMENT <br /> <br />A. The Government agrees to give Consultant access to staff and the Government <br />owned properties as required to perform the Services under the Agreement. <br /> <br />B. The Government shall immediately notify Consultant in writing of any defects in <br />the Services upon the Government's actual notice of the same. <br /> <br />XV. ASSIGNMENT <br /> <br />Neither party may assign or transfer any of its rights or obligations under this Agreement <br />without obtaining the prior written consent of the other party. <br /> <br />XVI. DISPUTES <br /> <br />In the event of any dispute between the parties arising from this Agreement or the <br />Services provided hereunder, each party shall, prior to seeking judicial resolution of such <br />dispute, escalate the dispute to a senior representative of such party, and such senior <br />representatives shall use good faith efforts to resolve the dispute between them. If such <br />senior representatives are unable to resolve the dispute, such dispute shall then be decided <br />by arbitration pursuant to procedures jointly agreed upon by the Government and <br />Consultant. Consultant and the Government shall make good faith efforts to resolve any <br />and all disputes as quickly as possible. <br /> <br />XVII. NOTICE <br /> <br />All notices, submissions, consents, and other communications required or permitted <br />under this Agreement shall be in writing and sent via overnight carrier, first class mail, <br />postage prepaid, or transmitted via facsimile or electronically, with confirmation of such <br />transmission, to the Administering Department, care of the Contract Administrator or to <br />the Project Manager, as the case may be, at the address stated in this Agreement or such <br />other address or facsimile number as either party may designate by prior written notice to <br />the other. <br /> <br />XVIII. ENTIRE AGREEMENT <br /> <br />This Agreement constitutes the entire agreement between the parties pertaining to the <br />subject matter hereof; supersedes any and all prior agreements, proposals, letters of <br />intent, understandings, negotiations and discussions of the parties, whether oral or <br /> <br />QBCHI\38901O.6 <br /> <br />Government Finance Officers Association <br /> <br />5 of]5 <br />