4.6 SR 12-02-2024 - Laserfiche WebLink

Home Browse Search

Renewal Term,Client notifies LIV of its intent to renew the Term. MASTER SERVICES AGREEMENT -2 56428.0002.14325562.1 3.2 Termination.In addition to any other express termination right set forth in this Agreement: 3.2.1 Either party may terminate this Agreement,without cause,effective on 90 days written notice to the other party; 3.2.2 Either party may terminate this Agreement,effective on written notice to the other party,if the other Party materially breaches this Agreement,and such breach:(a)is incapable of cure;or (b)is capable of cure and remains uncured 30 days after the non- breaching party provides the breaching party with written notice of such breach;or 3.2.3 Either party may terminate this Agreement,effective immediately upon written notice to the other party,if the other party:(a)becomes insolvent or is generally unable to pay,or fails to pay,its debts as they become due;(b)files or has filed against it,a petition for voluntary or involuntary bankruptcy or otherwise becomes subject,voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;(c)makes or seeks to make a general assignment for the benefit of its creditors;or (d)applies for or has appointed a receiver,trustee,custodian,or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 3.3 Effect of Expiration or Termination.Upon expiration or earlier termination of this Agreement,Client shall immediately discontinue use of the LIV IP and,without limiting Client ’s obligations under Section 8,Client shall delete,destroy,or return all copies of the LIV IP and certify in writing to the LIV that the LIV IP has been deleted or destroyed.No termination shall affect LIV’s responsibility to remit any and all fees collected pursuant to Section 2 of this Agreement. 3.4 Survival.This Section 3.4 and Section 2,Section 3.3,Section 4.2,Section 7,Section 8, Section 11,Section 12,and Section 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. SECTION 4.WARRANTIES;LIMITATIONS 4.1 Warranty. 4.1.1 Vault and Services Warranties.LIV represents and warrants to Client that all Services to be provided to the Client under the Agreement will be fully and timely performed in accordance with the terms,conditions,and covenants of the Agreement,and all Laws,and that Vault will perform,in all material respects,in accordance with the specifications.While LIV does not warrant the accuracy of the information that is put into Vault by third party inspectors,LIV will take all prudent and necessary steps to ensure its proper and accurate retention, Page 122 of 211