Termination for Convenience by The District The District may terminate this Agreement for convenience, for any reason or no reason at all, on fourteen (14) days advance written notice to Contractor. This advance written notice shall be deemed to have been given on the date the notice is sent by the District to the address for written notices provided below by hand delivery, U.S. Mail, commercial delivery service, such as Fed Ex or UPS, or fax. If this Agreement is so terminated, then the District shall only pay Contractor for goods and/or services provided by Contractor and accepted by the District up to, through, and including the date of termination. Following the termination of this Agreement under this Section, the parties’ duties to one another shall cease except for those obligations that shall survive the termination of this Agreement, including, but not limited to, the District’s payment obligations for goods and/or services accepted by the District before the date of termination, and the Contractor’s duties to insure and/or indemnify the District and to cooperate with any audit. Termination of this Agreement pursuant to this Section shall not limit either of the parties’ remedies for any breach of this Agreement.
Termination for Cause by The District The District may immediately terminate this Agreement for cause for any of the following reasons:
Audits by The District and Correction of Accounts During the term of this Agreement and for a period of six (6) years following the termination of this Agreement, the District may begin an audit of Contractor’s provision of goods and/or services under this Agreement. Contractor agrees to retain and make available for inspection all of its records pertaining to its performance of this Agreement, including billing records and any banking records that may reflect proceeds from any transactions with the District, during the term of this Agreement and for at least six (6) years following the termination of this Agreement. If Contractor receives notice that The District is auditing its performance under this Agreement or litigation results from this Agreement, then Contractor agrees to retain and make available for inspection all of its records pertaining to its performance of this Agreement, including billing records and any banking records that may reflect proceeds from any transactions with the District, for an additional three (3) years following the conclusion of the audit or the entry of a final judgment in any such litigation and the final resolution of any possible appeals of a final judgment in any such litigation. If the District determines as result of its audit, that Contractor has failed to satisfy the invoicing or documentation requirements of this Agreement, has improperly billed the District for goods and/or services that were not actually provided, or has overcharged the District for goods and/or services that were actually provided by Contractor, then Contractor shall repay the District, without interest, for any improper payments or overpayments made by the District to Contractor within thirty (30) days of a written demand by the District. If Contractor fails to repay the District for any improper payments or overpayments within thirty (30) days of the District’s written demand, then Contractor will owe the District interest accrued daily at the rate of 7.0% per annum from the date of the District’s written demand until the improper payment and/or overpayment is repaid in full by Contractor. Conversely, if an audit initiated by the District reveals that the District owes additional compensation to Contractor pursuant to the terms of this Agreement, then the District will pay the additional compensation to Contractor, without interest, within thirty (30) days of the completion of its audit. If the District fails to pay Contractor for any additional compensation owed under this Agreement within thirty (30) days after completion of its audit, then the District will pay Contractor interest on the additional compensation accrued daily at the rate of 7.0% per annum from the date of the completion of the District’s audit.
Termination of Use These terms and Your access to Our Website may be terminated by Us (at Our sole discretion) at any time without notice or any requirement to give You a reason why. In the event of termination under this clause We shall have no liability to You whatsoever (including for any consequential or direct loss You may suffer).
