|
<br />Master Agency Agreement
<br />20220301
<br />such notice, Recipient may disclose such Confidential Information with no liability whatsoever to Discloser. Agency
<br />has no obligation to advocate for confidentiality of any Confidential Information in any foru m.
<br />9 TERM AND TERMINATION
<br />9.1 Term. This Agreement shall commence from the Effective Date and shall continue for the period specified
<br />on page one (the “Initial Term”) unless earlier terminated in accordance with the provisions of this Agreement. After
<br />the Initial Term expires, this Agreement can be extended by mutual written agreement of the parities for additional
<br />continuous terms (each a “Renewal Term”). The Initial Term, together with any Renewal Term, is referred to as the
<br />“Term”.
<br />9.2 Termination for Convenience. This Agreement may be terminated for convenience at any time upon
<br />thirty (30) days prior written notice by one party to the other.
<br />9.3 Termination for Breach. Either party may terminate this Agreement; (i) if a voluntary or involuntary petition
<br />in bankruptcy, receivership, assignment for the benefit of creditors or other similar insolvency action is filed or levied
<br />against the other party and not discharged within sixty (60) days after the filing or lev y thereof; (ii) by written notice
<br />by the non-breaching party, if the other party fails to cure any nonpayment of money owed to the other party under
<br />this Agreement within thirty (30) days of such notice; (iii) by written notice by the non -breaching party, if the other
<br />party fails to cure any material breach of this Agreement (other than non -payments described in clause (ii) above)
<br />within sixty (60) days of such notice (it is understood ; however, that a violation of law, breach of confidentiality or
<br />misuse of access grants that cannot be cured shall be grounds for immediate termination); or (iv) immediately, by
<br />written notice by the non-breaching party, upon the second commission of a previously remedied material breach
<br />under clause (iii) above.
<br />9.4 Termination for Non-Appropriation of Funds. In the event that Agency is unable to continue to make
<br />payments required hereunder due to a failure of the responsible governmental entity to make available funding to
<br />the level and in the amount required to remain in compliance with Agency’s financial obligations hereunder, then
<br />upon the occurrence of such a non-appropriation event and on the date that the requisite funding ceases to be
<br />available to the Agency, Agency may terminate this Agreement, without further financial obligation or liability to AMS
<br />other than to pay for Products and Services previously delivered to Agency or performed for Agency.
<br />9.5 Survival. This Section, any indemnity obligations of either party, and Sections 4.3, 4.4, 6, 8, 11, 12.1 and
<br />12.2 shall survive termination of this Agreement.
<br />10 EFFECT OF TERMINATION
<br />10.1 Payments; Return of Equipment. Upon any termination of this Agreement or any Schedule incorporated
<br />by reference herein, Agency shall provide AMS with all outstanding payments due and, within ten (10) days of the
<br />termination, return to AMS all Equipment not owned by Agency or, if so directed by AMS, to AMS’ third party
<br />supplier.
<br />11 ALLOCATION OF LIABILITY
<br />
<br />Each party agrees, to the extent allowed by law, to defend, indemnify and hold the other party and its officers,
<br />directors, shareholders, employees (collectively, the “Indemnified Parties”) harmless from and against all losses,
<br />damages and expenses, including reasonable attorneys' fees, in connection with any claims against the Indemnified
<br />Parties arising out of or related to the negligence or willful misconduct of the other party’s employees or agents.
<br />
<br />EXCEPT AS ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL A PARTY TO THIS
<br />AGREEMENT BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR INDIRECT, SPECIAL,
<br />INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES
<br />FOR LOSS OF GOODWILL, PROFITS, DATA, (OR USE THEREOF), OR BUSINESS INTERRUPTION ARISING
<br />OUT OF ANY ACTS OR FAILURES TO ACT, WHETHER SUCH DAMAGES ARE LABELED IN STRICT LIABILITY,
<br />TORT, CONTRACT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES.
<br />
<br />AMS HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS THAT MAY BE COMMITTED BY INDIVIDUALS
<br />WHILE THEY ARE CLIENTS. EXCEPT AS LIMITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES
<br />SHALL THE TOTAL LIABILITY OF AMS FOR ALL CLAIMS OF ANY KIND WHATSOEVER, AND UNDER ANY
<br />THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY AGENCY TO AMS DURING THE TWELVE
<br />MONTHS IMMEDIATELY PRECEDING THE EARLIEST EVENT GIVING RISE TO THE CLAIM.
|