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refuses or is unable to perform any term of this Agreement, City shall pay for <br /> services rendered as of the date of termination. <br /> (i.) In the event of termination, all finished and unfinished documents, data and <br /> other work product prepared by Contractor (and sub-Contractor (s)) shall be <br /> delivered to the City and the City shall compensate the Contractor for all <br /> Services satisfactorily performed prior to the date of termination, as provided <br /> in Paragraph 4 herein. <br /> (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability <br /> to the City for damages sustained by it by virtue of a breach of the Agreement <br /> by Contractor and the City may reasonably withhold payment to Contractor for <br /> the purposes of set-off until such time as the exact amount of damages due the <br /> City from the Contractor is determined. <br /> B. Termination for Convenience of City. The City may, for its convenience and without <br /> cause terminate the Services then remaining to be performed at any time by giving <br /> Contractor ten(10) days written notice. The terms of Paragraph A(i)and A(ii)above <br /> shall be applicable hereunder. <br /> C. Termination for Insolvency. The City also reserves the right to terminate the <br /> remaining Services to be performed in the event the Contractor is placed either in <br /> voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br /> creditors. <br /> 11. JURISDICTION,VENUE AND WAIVER OF JURY TRIAL. This Agreement shall <br /> be interpreted and construed in accordance with and governed by the laws of the State of Florida. <br /> All parties agree and accept that jurisdiction of any dispute or controversy arising out of this <br /> Agreement, and any action involving the enforcement or interpretation of any rights hereunder <br /> shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, <br /> Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state <br /> courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or <br /> other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to <br /> enforce any term or provision under this Agreement and the City is the prevailing party then the <br /> City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY <br /> ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY HEREBY EXPRESSLY <br /> WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL <br /> LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to <br /> serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed <br /> by the City pursuant to Section 768.28, Florida Statutes. <br /> 12. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of <br /> this Agreement or any time for a period of ten (10) years subsequent to that date upon which the <br /> Contractor shall leave the employment of the City for any reason whatsoever, disclose to any <br /> person or entity, other than in the discharge of the duties of the Contractor under this Agreement, <br /> any information which the City designates in writing as "confidential." As a violation by the <br /> Contractor of the provisions of this Section could cause irreparable injury to the City and there is <br /> 6 <br /> 5249-025—Toshiba Business Solutions <br />