Laserfiche WebLink
(iii) Perform or observe any of the other provisions of this Agreement, if Lawson does not cure such failure within <br />a reasonable period of time after receiving written notice from Customer. Notwithstanding the foregoing, <br />Customer's right to terminate this Agreement may only be exercised if Lawson does not cure such <br />failure within a reasonable period of time after receiving written notice from Customer. <br />27.1.2 Termination for Cause by Lawson. Lawson may, subject to the clause titled "Force Majeure, "by <br />written notice of default to Customer, terminate the Agreement, a Services Order Form or Statement of <br />Work in whole or in part if Customer fails to: <br />(i)Perform the tasks outlined in the Statement of Work, provide the staffing levels outlined in the Statement of <br />Work, and maintain the timelines specified in the Agreement or any amendments thereto; <br />(ii)Fail to make timely payments as described in this Agreement; or <br />(iii) Perform any of the other provisions of this Agreement. Lawson's right to terminate this Agreement may be <br />exercised if the failure constitutes a material breach of this Agreement and if Customer does not cure such <br />failure within a reasonable period of time after receiving written notice from Lawson. <br />27.2 Party Obligations. If any Statement of Work or Services Order Form is terminated for cause, <br />Customer may require Lawson to deliver to Customer, as directed by the Customer, any: (i) completed Service <br />Deliverables; (ii) Partially completed Service Deliverables; related to the terminated portion of this Agreement; <br />and (iii) any plans, working papers, forms, documentation formats, etc. created as part of the Services and <br />necessary for understanding the Service Deliverables. Upon direction of the Customer, Lawson shall also <br />protect and preserve property in its possession in which the Customer has an interest. Customer shall pay <br />Agreement prices for completed services rendered and expenses incurred prior to the date of termination. <br />Failure to agree will constitute a dispute under the Dispute Resolution clause. <br />27.3 Remedies. If, after termination, it is determined by a final ruling in accordance with the Dispute <br />Resolution Clause that Lawson was not in default, the rights and obligations of the parties shall be the same as <br />if the termination had been issued for the convenience of Customer. <br />27.4 Termination for Convenience. A Statement of Work or Services Order Form may be terminated in <br />whole or in part, by Customer in accordance with this Section whenever it is determined that such termination is <br />in the best interest of Customer, which termination shall be effective at 11:59 p.m. on the intended date of <br />termination (the "Termination Date "), after the Customer shall have delivered to Lawson a notice specifying the <br />extent to which provision of Services under the Agreement are terminated ( "Notice of Termination for <br />Convenience "), and the date upon which such termination will become effective, which shall not be less than 30 <br />days from the date of notice. <br />27.4.1 Obligations. After receipt of a Notice of Termination for Convenience, and except as directed by <br />Customer, Lawson shall promptly proceed with the following obligations, as applicable, regardless of any delay <br />in determining or adjusting any amounts due under this clause. Lawson shall: (i) Stop work <br />as specified in the Notice of Termination for Convenience; and (ii) Place no further subcontracts for materials, <br />Services, or facilities, except as necessary to complete any continuing portion of the Agreement; and (iii) <br />Terminate all subcontracts to the extent they relate to the work terminated; and (iv) Settle all outstanding <br />liabilities and termination settlement proposals arising from the termination of subcontracts. <br />27.4.2 Remedies. In the event of all or any partial termination of a Services Order Form or Statement of <br />Work under this Section, Lawson shall be entitled to the unpaid compensation for Services actually rendered, <br />and expenses incurred, up to and including the applicable Termination Date, on a time and materials basis, at <br />an hourly rate not to exceed the rate set forth in the Services Order Form or Statement of Work, for each of <br />Lawson's personnel that performed the unpaid Services in connection with the Services Deliverables that were <br />delivered and the tasks that were performed under the Services Order Form or Statement of Work. Customer <br />shall also return any sums held back as retainage from the compensation previously paid to Lawson within 30 <br />days of the termination date. If within sixty (60) days following the Termination Date, the parties have not agreed <br />upon the amount of Services rendered as of the Termination Date or the amount of such additional payments, <br />then the issue will be treated as a dispute under this Agreement. <br />The following Section shall be added to the Agreement as Section 28: <br />Santa Ana License Add 08 Feb2008final.doc Page 6 of 8 <br />