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ARTICLE 3 TERM; TERMINATUON 3.1 Term. Tine initial term of this Agreement shall commence as of the Fffective Elate and terminate oil May 3, 2010 (the "Innitl Term"). following the Initial Terin, the Agreement shall be automatically extended annually for one (I) year renewal terms (each a `'Renew l "Perm" ), provided that neither piety gives written notice to the other or its intent not to renew this Agreement at least sixty (GO) days prior to the expiration of the then -current Rtave val Term. I he date on which this Agreement is terminated or expires as provided herein is called the "Termination f)ate," and tine period from the Fffective fate through the `Vermination Cate is herein called Tire "'Germ." 3,2 Termination for L ause. (a) Either party may terminate this Agreement and the rights granted herein if the other party hreaches any of the provisions of this Agreement anm d (i) fails to reedy such breach within rorty -five (45) days after receiving written notice thereof, or (ii) provided the breach does nob relate to it tnonctary obligation, fails to (A;) commence a good faith action to remedy such breach within five (5) days after receiving written notice thercot; and (€3) diligently pursue such action to Conclusion. (b) if Parkmobile increases hard User Fecs or additional service fees, Client shall have the right to terminate this Agreement by providing sixty (GQ) days written notice to Parkmobile, (C) Should either party (I)make a general assignment for the benefit of creditors; (it) institute liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt; (iii) consent to the tiling of a petition of bankruptcy against it; IN) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act; (vi) consent to the filing of a petition seeking such reorganization, or (vii) have if decree entered against it by it court of eompetent Jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covering all or substantially all of such party's property or providing for the liquidation or dissolution of such party's property or business affairs; then, in any such event, tine other party, at its option and without prior notice, may terminate this Agreement effective immediately, 3.3 Effect oft"ertnination. (a) Upon termination or expiration of this Agreement, (i) Client shall pay to Parkmobile any portion of the Fees then accrued and properly payable under this Agreement: (ii)Client shah promptly return to Parkmobile all materials in its possession provided by Parkmobile or otherwise created or produced by Parkmobile in connection with the performance of tine Services hereunder; and (iii) Client shall discontinue all use of the Technology and intellectual property of Parkmobile and P416, (b) Notwithstanding the exercise by any party of its rights under this article 3, no termination of this Agreement shall relieve either party of its liability for the payment or performantce of any obligation accrued prior to the Termination hate (including any indemnification obligation arising hereunder, whether or not notice of such indemnification claim has been given before such ternnination, or of any rights or obligations under any other provisions, which, by their meaning or content, are intended to survive the termination hereot).