VISIPHOR CORPORATION 1A-2009 - Laserfiche WebLink

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4.4.2. Damage by Accident or External Cause damage to the Application Package Programs by accident or other external cause, the fault or negligence of any party other than VISIPHOR, or use by Customer in other than its normal and customary manner; or 4.4.3. Unauthorized Modifications as a result of any unauthorized modification made by Customer or any party other than VISIPHOR, even ifVISIPHOR has knowledge of the possibility of such potential loss or damage. If, as a result of one or more of the foregoing circumstances Customer requires assistance, VISIPHOR agrees to provide such assistance on a T &M basis. 5. TERM, DEFAULT AND TERMINATION 5.1. The term of this Customer Support Agreement commences _ Aug I, 2007 , and continues for a period of 12 months, ending July 31, 2008 . VISIPHOR will offer subsequent renewals so long as Customer is not in breach of Section 4.2 and provided all sums and amounts due under Section 3 are paid when due. The Customer shall have a right on 90 days written notice to VISIPHOR to terminate this Agreement at any time during the initial term or any renewal term of this Agreement. Any fees paid in advance for a period of time subsequent to the termination date shall be considered non- refundable. 5.2. The Customer further reserves the right to terminate this Agreement without penalty or future liability at its fiscal year end due to lack of appropriations. 5.3. If, after termination of this Agreement, Customer requests Support, VISIPHOR may agree to provide such Support and Customer shall pay for same forthwith on a T &M basis at VISIPHOR's then current rates. VISIPHOR shall provide an advance estimate of the T&M charges for any support to be provided at the request of the Customer. The Customer shall be obligated to pay no more than the estimate for such Support Services. 5.4. In the event that either party (the "Defaulting Party") shall neglect, fail or refuse to perform under any of the provisions of this Agreement, then the other party (the "Non-Defaulting Party") may deliver to the Defaulting Party notice of intention to terminate this Agreement which notice shall specify the alleged neglect, failure or refusal and, if within 30 days after the date of delivery of such notice, the Defaulting Party shall not have fully cured all the defaults indicated therein, or presented a plan acceptable to the Non Defaulting Party to cure such defaults, then upon expiration of such 30 days, the Non Defaulting Party may, at its option, elect to terminate this Agreement. Where the Defaulting Party commits a second breach of the Agreement, the Non-Defaulting Party shall have a right to terminate this Agreement on 7 days notice to the Non- Defaulting Party. Where the Customer terminates this Agreement pursuant to this paragraph, all advance payments by the Customer to cover services post the termination date shall be refunded to the Customer in full. 5.5. Notwithstanding Clause 5.4, if the Customer fails to pay VISIPHOR as required by this Agreement, VISIPHOR shall not be required to provide Support forthwith after delivery of