Reso 2026-3965 - Laserfiche WebLink

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�J 6.5 No Deductions or Setoffs. All amounts payable to Sharp Performance hereunder shall be paid by the Department/Customer to Sharp Performance in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law. 7. TERM AND TERMINATION 7.1 Term. This Agreement shall remain in effect until its termination as provided below (the "Term"). The term of each Statement of Services shall begin on the applicable "Services Effective Date" and continue for the "Service Term, in each case as specified in such Statement of Services. The Term may renew upon agreement of the parties. This Agreement and each Order Form will renew only upon agreement of the parties prior to the termination date of the initial Order Form. The parties may agree, by amendment, to continue the Agreement under the original terms, or to adjust the original terms of the Agreement. 7.2 Termination. Sharp Performance may terminate this Agreement upon written notice to the Department/Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non -breaching party. Notwithstanding the foregoing, if the Department/Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, or a public entity, the Department/Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days' written notice to Sharp Performance, or (ii) if adequate funds to pay Sharp Performance all fees owed hereunder are not appropriated to such the Department/Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that the Department/Customer shall not activate this non -appropriation provision for its convenience, substitution with another procurement system or solution, or to circumvent the requirements of this Agreement in any way. Sharp Performance reserves the right to terminate this agreement in the event of a merger, reorganization, consolidation, sale of assets, bankruptcy, and/or dissolution of Sharp Performance. 7.3 Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and the Department/Customer shall immediately cease all use of, and all access to, the Subscription Services and Sharp Performance shall immediately cease providing the Professional Services. If (i) Sharp Performance terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) the Department/Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that are earned to the date of termination will become immediately due and payable. . 7.4 Survival. Sections [3.1, 4-6, 7.2, 7.4, 9-12, 14-17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect. Page 7 of 14