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<br />' Corporate Purclrasirrg ~1Qreenaent Confidential Page 6 <br />1 <br /> <br /> <br /> <br /> <br /> <br /> <br />1 <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />4.0 TERi~'IINATION. <br />4.1 Termination. If either Party <br />fails to comply in any material respect with any <br />of the covenants, agreements or conditions in <br />this Agreement and such failure continues for <br />thirty (30) Calendar Days after written <br />notification from the non-breaching Party, the <br />non-breaching Party may, at its sole discretion <br />and in addition to any other right or remedy <br />available under applicable law or in equity, <br />terminate this Agreement upon an additional ten <br />(10) Calendar Days' prior written notice to the <br />breaching Party. Notwithstanding the foregoing, <br />if either party breaches its obligations under <br />Section 14 (Confidentiality) or Section 16 <br />(Indemnification), the non-breaching Party may, <br />at its sole discretion, terminate this Agreement <br />without notice. Either Party shall have the <br />option to terminate this Agreement in whole or <br />in part, for any reason, without cause, at any <br />time without further charge or expense, upon at <br />least thirty (30) Calendar Days' prior written <br />notice to the other Party. If, prior to the <br />expiration of the Term of this Agreement, Buyer <br />solicits, invitations for bid, requests for proposal <br />or other similar bids for products and services <br />covered by this Agreement, Buyer shall be <br />deemed to have exercised it right to terminate this <br />Agreement without cause and Supplier shall <br />retain the right to adjust Product pricing or <br />terminate this Agreement upon ten (10) days' <br />prior written notice to Buyer. Either Party may <br />immediately terminate this Agreement by <br />written notice to the other and may regard the <br />other Party as in default of this Agreement, if the <br />other Party becomes insolvent, makes a general <br />assignment for the benefit of creditors, files a <br />voluntary petition of bankruptcy, suffers or <br />permits the appointment of a receiver for its <br />business or assets, becomes subject to any <br />proceeding under any bankruptcy or insolvency <br />law, whether domestic or foreign, or is wound <br />up or liquidated, voluntarily or otherwise. In the <br />event that any of the above events occurs, that <br />Party shall immediately notify the other of its <br />occurrence. <br />4.2 Return of Materials. Upon <br />termination or expiration of this Agreement and <br />upon written request, each Party shall forthwith <br />return to the other Party all papers, materials and <br />other properties of such other Party held by each <br />for purposes of performance of this Agreement. <br />In addition, each Party will use commercially <br />reasonable efforts to assist the other Party in <br />termination of this Agreement as may be <br />necessary for the orderly, non-disrupted business <br />continuation of each Party. <br />4.3 Effect of Termination. In the <br />event of a termination by either Party or upon <br />cancellation or expiration of this Agreement, <br />Buyer agrees to promptly pay all amounts owed <br />to Supplier. Following termination, Supplier (a) <br />will pay Buyer the applicable earned Incentives, <br />if any, that were earned prior to the Expiration <br />Date, and (b) reserves the right to withhold <br />shipment of any and all Products until all past due <br />invoices owed to Supplier by Buyer have been <br />paid. <br />5.0 PRICING AND REBATES. <br />5.1 Product selection and pricing for <br />Core Items, Premium Products and Non-Core <br />Items shall be in accordance with the product <br />selection and pricing terms and conditions set <br />forth in that certain State of South Carolina <br />contract # 5000008818 effective January 1, 2009 <br />("SoSC Agreement"). In the event that the SoSC <br />Agreement expires, or is terminated, during the <br />Term of this Agreement, the Parties agree that the <br />provisions of the SoSC Agreement with respect <br />to Product selection and pricing shall remain in <br />effect unless otherwise agreed to by the Parties in <br />writing. <br />5.2 Commodity Gro~inQs. Buyer <br />acknowledges that prior to the execution of this <br />Agreement, Buyer has informed Supplier of its <br />approximate mix of commodity groupings and <br />quantities of Products Buyer may purchase from <br />Supplier. Buyer acknowledges and agrees that <br />any proposed material changes to the <br />commodity groupings of Products purchased by <br />Buyer during the Term ("Commodity Grouping <br /> <br />i <br />Attachment number 5 <br />F-7 Page 223 of 433 <br />