AG 2014 12 15 - Laserfiche WebLink

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9.2.2 Motorola Motorola or its Asignees may terminate this Agreement, in whole or in part if. (i) Customer fails to make any payments required by this Agreement when due, or (ii) Customer fails to materially comply with any part of the Software License Agreement, or (iii) Customer materially breaches any of its obligations under this Agreement, or (iv) an attachment, levy or execution is threatened or levied upon or against the Equipment. Any one such failure constitutes an event of default providing Motorola and its assigns with the right to terminate for cause and triggering Motorola's security interest rights. In such case, Motorola may, at its option, exercise any one or more of the following remedies: (i) by written notice to Customer, declare all amounts then due under the Agreement, and all remaining ARC payments due during the fiscal year in effect when the default occurs to be immediately due and payable; (ii) by written notice, require Customer at Customer's expense, to promptly return the Equipment to Motorola; (iii) sell or lease the Equipment, holding Customer liable for all ARC payments and other amounts due prior to the effective date of such sale or lease and for the difference between the purchase price, rental and other amounts paid by the purchaser and the Termination Charge set forth in Exhibit C that would otherwise be due as of the date of default; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Agreement or to recover damages for the breach of this Agreement. In addition, Customer will remain liable for all covenants and indemnities under this Agreement and for all legal fees and other costs and expenses, including court costs, incurred by Motorola with respect to the enforcement of any of the remedies listed above or any other remedy available to Motorola. If Equipment is not returned as required above, Motorola may enter the premises where the Equipment is located, take immediate possession of, and remove the Equipment. 9.3 Termination For Convenience 9.3.1 Customer Customer may terminate this Agreement for its convenience at any time by providing ninety (90) days written notice. Customer will return all of the subscribers, at its own expense, to the address provided by Motorola. Upon termination, Customer shall: (i) pay for any fees earned by Motorola for Services actually performed through the date of termination; (ii) pay for any Termination Charges set forth in Exhibit C; (iii) comply with any termination obligations set forth in the SOW, if any. 9.3.2 Motorola Motorola has the option to terminate this Agreement for its convenience at the end of every six years. Motorola may terminate this Agreement for its convenience at any time by providing ninety (90) days written notice. If Motorola terminates for its convenience, Customer will have the option to retain the subscribers in its possession. Customer must notify Motorola within thirty (30) days of receipt of Motorola's notice of termination whether it elects to retain the subscribers. In such case, title to the subscribers will automatically transfer on the termination date. 9.4 Non - Appropriation of Funds Notwithstanding anything contained in this Agreement, in the event the funds appropriated by Customer's governing body or otherwise available by any means whatsoever in any fiscal period are insufficient to pay for Services, this Agreement shall terminate on the last day of the fiscal period for which appropriations were Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 8 Attachment number 1 G -2 Page 330