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4 <br />4.4. The Customer may terminate this Agreement on thirty (30) days advance written <br />notice if the Customer concludes in its reasonable discretion that (i) potential or <br />actual liability of the Customer to third parties arising out of or in connection with <br />the System makes the program impractical, uneconomical, legally contested or <br />impossible to continue; and/or (ii) the Systems cannot be installed. Violation of the <br />Customer’s ethics code would constitute cause to terminate this agreement. <br />4.5. Upon termination or expiration of this Agreement, either for default or because it <br />has reached the end of its Term or otherwise, the Parties recognize that the <br />Customer will have to process violations in the “pipeline” and that NG accordingly <br />must assist the Customer in this accord. Accordingly, the Parties shall take the <br />following actions during the wind-down period, and shall have the following <br />obligations, which obligations shall survive termination or expiration of the <br />Agreement: <br />4.6. The Customer shall cease using the Software and Equipment in its possession, <br />custody or control and shall (a) immediately allow NG a reasonable opportunity to <br />remove such Equipment not to exceed sixty (60) days and (b) subject to applicable <br />law (i) immediately deliver to NG or irretrievably destroy, or cause to be so <br />delivered or destroyed, any and all copies of such Software in whatever form and <br />any written or other materials relating to such Software in the Customer’s <br />possession, custody or control and within thirty (30) days deliver to NG a <br />certification thereof or (ii) allow NG reasonable access to the System(s) on which <br />such Software is loaded and permission to NG to remove such Software and <br />documentation. <br />4.7. Unless directed by the Customer not to do so, NG shall continue to process all <br />images taken by the Customer before termination and provide all services <br />associated with processing in accordance with this Agreement and shall be entitled <br />to reasonable fees specified in the Agreement as if the Agreement were still in <br />effect. <br />4.8. Notwithstanding anything to the contrary contained herein, or in the License or the <br />Lease, but except as provided in Section 21, the License and the Lease shall <br />terminate upon the termination or expiration of this Agreement. <br />5. FEES AND PAYMENT <br />The Customer agrees to pay NG a monthly fee as follows (the “Monthly Fees”): <br />5.1. Monthly Fees (pro-rated for any partial month) as described in Exhibit D <br />(Compensation & Pricing) in arrears with respect to each installed and operational <br />System. Such payment shall commence on the first business day of the month