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<br />3. TERM & TERMINATION This agreement shall continue in effect for a period <br />of 1 year (the base term) from the date hereof. It will be automatically continue for 2, 1 <br />year terms thereafter unless either party to the Agreement shall give notice in writing to the <br />other party term that the party so giving notice does not wish to extend this Agreement. <br />This Agreement may be terminated by either party for any reason upon giving of 90 days <br />written notice to the other party of such termination. <br /> <br />4. GOVERNING LAW This Agreement shall be governed by the laws of the State <br />of North Carolina. <br /> <br />S. SERVICE FEE Institution will be paid a service fee for the services to be <br /> <br />provided by it hereunder equal to 24 % of adjusted gross sales on a monthly basis. <br /> <br />Adjusted gross sales are gross less the sales of non-commissioned items as determined by <br /> <br />Keefe and listed on Exhibit B to this Agreement. In the event that the inmate's funds <br /> <br />available to purchase commissary products are inhibited in any way by change in policy <br /> <br />from the Jail, the service fee paid to the facility shall be reduced accordingly by Keefe <br /> <br />Commissary Network. <br /> <br />6. ENTIRE AGREEMENT-WAIVER This Agreement constitutes the entire <br />Agreement between the parties with respect to the provision of delivery services, and there <br />are no other further written 01. oral understandings, or agreements with respect thereto. <br />No variation or modification of the Agreement and no waiver of its provisions shall be valid <br />nnless in writing and signed by the duly authorized offices of Keefe and Institution. This <br />Agreement supersedes all other agreements between the parties for the provision of , <br />Commissary Delivery Service. <br /> <br />G-~I <br />