10A Action 2011 0404 - Laserfiche WebLink

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DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY MANNER. 7. TERMINATION. 7.1. TERMINATION FOR CAUSE: Either party shall have the right to terminate this Agreement by written notice to the other if (i) state statutes are amended to prohibit or substantially change the operation of the Program; (ii) the Supreme Court for the State of California rules that the Citations from the Program are inadmissible in evidence; or (iii) the other party commits any material breach of any of the provisions of this Agreement. Either party shall have the right to remedy or cure the cause for termination or breach within forty -five (45) calendar days (or within such other time period as the Customer and Redflex shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the appropriate party setting forth in reasonable detail the events of the cause for termination or breach. Termination of this Agreement shall not be enforceable or effective unless the terminating party mails written notice of termination to the non - terminating party not less than forty -five (45) calendar days prior to the Agreement termination date and provides to the non - terminating party the opportunity to remedy or cure the cause of the termination or breach within the forty -five (45) calendar day time period provided herein. 7.2. TERMINATION FOR CAUSE RELATED TO FINANCIAL FEASIBILITY REVIEW. On the first day of the 49 month of this Agreement, Customer and Redflex shall commence a Financial Feasibility Review (the "Financial Feasibility Review "), which shall be limited to the determination by the both Customer and Redflex regarding whether Gross Revenue ( "Gross Revenue ") from the Program is 1) sufficient to pay in full Redflex's monthly invoice submitted to the Customer and 2) sufficient to pay in full Customer's Program related employee staffing costs in the monetary amount of not more than $5,000.00 per month. If the Customer and Redflex determine that the Gross Revenue from the Program is not sufficient to pay in full 1) Redflex's monthly invoice submitted to the Customer and 2) Customer's Program related employee staffing costs in the monetary amount of not more than $5,000.00 per month. If the Customer and Redflex determine that the Gross Revenue from the Program is not sufficient to pay in full 1) Redflex's monthly invoice submitted to the Customer and 2) Customer's Program related employees staffing costs in the monetary amount of not more than $5,000.00 per month, than the Parties shall meet as often as necessary to resolve any Gross Revenue deficiency and Redflex shall propose, if feasible, possible alternative financial arrangements. If such possible alternative financial arrangements as proposed by Redflex are not acceptable to the Customer, the Customer shall have the right, but not the obligation, to terminate this Agreement for cause on or about the first day of month 61 of this Agreement. During the 'duration of the Financial Feasibility Review in month 49 through month 60 of this Agreement, Customer shall continue to pay in full to Redflex the monetary amounts expressly set forth in this Agreement. "Gross Revenue" is defined as the any and all monetary amounts received by the Customer as a result of and/or associated with the Program during the Operational Period of the Program. 11