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System Agreement <br /> 3.2. Either party may terminate this Agreement or a Statement of Work for convenience,in whole or in part,upon <br /> thirty(30)days prior written notice to the other party. If this Agreement or a Statement of Work is terminated by <br /> Customer pursuant to this Section,or if an order under this Agreement is cancelled by Customer,Verizon shall have <br /> no further responsibility under this Agreement,Statement of Work or such order,as applicable,and Customer shall <br /> promptly pay Verizon: <br /> 3.2.1. for all equipment and services provided up to the date of termination or cancellation,as applicable; <br /> 3.2.2. for all expenses incurred up to the date of termination or cancellation,as applicable,including but not <br /> limited to the costs of terminating purchase orders,return of equipment and/or software,removal of <br /> equipment and/or software and other contractual obligations made by Verizon to meet its obligations <br /> under this Agreement or Statement of Work,plus a restocking fee of twenty-five percent(25%)of the <br /> cost of any equipment cancelled or returned. <br /> 3.3. Where multiple Statements of Work are associated with this Agreement,the termination of one or fewer than <br /> all of the Statements of Work shall only affect the terminated Statement(s)of Work. The remaining Statement(s)of <br /> Work shall remain in effect. <br /> 3.4. Verizon reserves the right to suspend performance under this Agreement or a Statement of Work if required, <br /> in Verizon's sole discretion,by regulation,statute,judicial action or other applicable legal requirement. <br /> 3.5 Verizon reserves the right to amend the rates,terms and conditions of Service under this Agreement to be <br /> effective upon the commencement of any renewal term and without formal amendment of this Agreement by <br /> providing Customer written notice thereof prior to the expiration of the then-current term. If Customer is unwilling <br /> to accept such amended rates,terms and conditions,Customer shall provide Verizon written notice thereof prior to <br /> the expiration of the then-current term,in which event the Service shall terminate upon expiration of the then- <br /> current term. <br /> 3.6 Termination ofthisAgreement shall not relieve either party of its respective obligations to comply with all <br /> terms of this Agreement that expressly call for performance prior or subsequent to the termination date, including <br /> without limitation the parties' respective obligations to protect proprietary and confidential information. <br /> 4. Purchase Order. The parties acknowledge that a Customer purchase order or similar document is intended <br /> solely to evidence Customer's intention to purchase equipment,software and/or services set forth therein. Except <br /> with respect to a provision in a Customer purchase order or similar document evidencing an intent to be bound by <br /> the terms and conditions of an Agreement between Customer and Verizon,the terms and conditions of such <br /> Customer purchase order or similar document shall be disregarded and of no force or effect, it being agreed that the <br /> terms and conditions of the Agreement between Customer and Verizon shall govern. <br /> 5. Leasing Option. With Verizon's prior written consent Customer may finance the System or any portion <br /> thereof in a separate transaction through a third party leasing company("Lessor")approved by Verizon,assign its <br /> rights and obligations with respect to payment under this Agreement to the Lessor,and/or cause the Lessor to issue a <br /> purchase order in a form acceptable to Verizon. Notwithstanding such transaction and/or assignment,Customer <br /> shall remain responsible for performance of all of its obligations under this Agreement, including payment in full. <br /> 6. Risk of Loss.If Verizon installs the System,risk of loss or damage to the System passes to Customer on <br /> delivery of the System(including portions thereof)to Customer's site. If Verizon does not install the System,risk of <br /> loss or damage to the System(or portions thereof)passes to Customer upon delivery to the carrier. <br /> 7. Title and Security Interest. Until full payment has been rendered,Customer grants Verizon a purchase <br /> money security interest in the System,and agrees to execute all documents necessary to perfect that interest and,to <br /> the extent permitted by law,grants Verizon a special power-of-attorney for the purpose of executing the necessary <br /> documents. Upon fmal payment,title shall pass to Customer and Verizon will release its security interest. <br /> Customer will not grant or convey to any other person or entity a security interest in,or permit placement of a lien <br /> on,the System unless and until Customer has paid Verizon in full for such System. <br /> 8. Software. Software provided in conjunction with the System is licensed to Customer under the license <br /> provided by the software publisher or by the equipment manufacturer with which the software is provided. <br /> Rev. 10.04.06 Page 5 of 11 ESC# <br /> 0148 <br />