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