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of cause is not corrected by the Non-performing party to the reasonable satisfaction of the <br /> Claimant, the Claimant may terminate this Contract after a thirty (30) day written cure notice to <br /> the Non-performing party. <br /> C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the <br /> CUSTOMER or its implementation is terminated or postponed by the CUSTOMER during the <br /> initial two (2) year period, for any reason other than breach by the CONTRACTOR, the <br /> CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as <br /> specified in Attachment B, in addition to any Service fees owed the CONTRACTOR as <br /> described in Paragraph 18 — Rights upon Termination. <br /> 18. Rights upon Termination. <br /> A. If the CONTRACTOR is entitled to terminate this Contract or the CUSTOMER <br /> chooses not to continue the Contract for its convenience, the CONTRACTOR shall offer <br /> CUSTOMER an option, which must be exercised within thirty (30) calendar days after the Notice <br /> of Termination, to continue a conditional, uninterrupted, non-exclusive and non-transferable <br /> license to use the proprietary Software as necessary to support and administer CUSTOMER's <br /> Alarm Ordinance conditional on the payment of one-time transitional service and ongoing <br /> annual license, maintenance and support fees at the CONTRACTOR's then prevailing rates. <br /> B. If CUSTOMER terminates this Contract or if the CONTRACTOR terminates for <br /> cause, CUSTOMER, in addition to payment of false alarm collections owed to the <br /> CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall <br /> undertake good faith efforts to collect any Alarm Management Services fees and civil penalties <br /> for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay <br /> the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by <br /> the CONTRACTOR on CUSTOMER's behalf. <br /> C. In the event that either party terminates this agreement, the CONTRACTOR <br /> agrees that all data collected under this agreement is part of CUSTOMER's permanent record <br /> and that all data, including historical records under the required retention time will be provided to <br /> CUSTOMER in an agreed upon data format within 30 days of the termination date. <br /> 19.Deleted <br /> 20. Patent infringement. <br /> The CONTRACTOR shall indemnify CUSTOMER, its elected and appointed officials, <br /> officers, employees, agents, and successors in interest from and against all damages and <br /> expenses resulting from any infringement action brought against the CONTRACTOR, or against <br /> CUSTOMER to the extent that any such action is predicated on the use of CONTRACTOR's <br /> software, during the term of this Contract. This Hold Harmless and Indemnification provision <br /> shall in no way be limited by any financial responsibility except as described in Section 21 and <br /> shall survive termination of this contract. <br /> Page 6 of 27 False Alarm Management Services <br /> Contract Agreement <br />