10A Action 2011 0418 Supplement - Laserfiche WebLink

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7.4.2 The Term of this Agreement shall be temporarily suspended (the "Temporary Suspension Period ") pursuant to and in accordance with a binding Court Order from the California State Court of Appeals until such time as the terms and conditions of the Agreement can be lawfully performed to the satisfaction of Customer and Redflex. During the Temporary Suspension Period, the Parties agree as follows: A) the Customer shall not be obligated to pay to Redflex the monetary amounts expressly stated "EXHIBIT D ", entitled, "COMPENSATION & PRICING" of the Agreement; and B) Redflex shall not be obligated to provide, furnish, perform and/or render the products and services expressly stated in the Agreement; and C) the Term of the Agreement shall be tolled such that the number of months remaining of the Agreement Term at the commencement of the Temporary Suspension Period shall be equal to the number of months remaining of the Agreement Term at the end of the Temporary Suspension Period. 7.5. Redflex shall have and hereby reserves, in full, all rights and remedies available in law and/or in equity. The right to terminate this Agreement shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 7.6. PROCEDURES UPON TERMINATION. The termination of this Agreement shall not relieve either party of any liability that accrued prior to such termination. Upon the termination of this Agreement, all of the provisions of this Agreement shall terminate and: 7.6.1. Redflex shall (i) immediately cease to provide services, including but not limited to work in connection with the construction or installation activities and services in connection with the Program, (ii) promptly deliver to the Customer any and all Proprietary Property of the Customer provided to Redflex pursuant to this Agreement, (iii) promptly deliver to the Customer a final report to the Customer regarding the collection of data and the issuance of Citations in such format and for such periods as the Customer may reasonably request, and which final report Redflex shall update or supplement from time to time when and if additional data or information becomes available, (iv) promptly deliver to Customer a final invoice stating all fees and charges properly owed by Customer to Redflex for work performed and Citations issued by Redflex prior to the termination, and (v) provide such assistance as the Customer may reasonably request from time to time in connection with prosecuting and enforcing Citations issued prior to the termination of this Agreement. Immediately upon termination Redflex is no longer bound to the Data Retention Requirements for any data and if the customer wishes to obtain the data it must be conveyed at the time of termination. Redflex will transfer the data and relevant information to the Customer by a mutually agreed upon method. The customer will assume the burden for all costs associated with this task including but not limited to administrative, storage media, storage media authoring devices, and internet bandwidth used for transferring data. Redflex will provide no tools for accessing this data or other guarantees. 7.6.2. The Customer shall (i) immediately cease using the Program, accessing the Redflex System and using any other Intellectual Property of Redflex, (ii) promptly deliver to Redflex any and all Proprietary Property of Redflex provided to the Customer pursuant to this Agreement, and (iii) promptly pay any and all fees, 11