Common use of Termination and Suspension Clause in Contracts

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.19.1. Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.19.2. In the event that the termination effective date does not correspond with the expiration of the current Term of Developer cancels this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay will retain all license fees set forth in paid to USPS under this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.29.3. If USPS determines that Licensee Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee Developer a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee Developer with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.49.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License AgreementsAgreement. 10.59.5. If Solely at the Licensee discretion of the USPS, USPS may, as an interim measure in lieu of termination, suspend Developer’s rights under this Agreement if USPS determines that Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions of this License Agreement or any other License Agreement hereof. The Suspension shall be effective in accordance with USPS, the reasons and terms USPS may, solely at its discretion, suspend Licensee’s right communicates to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspensionDeveloper. Upon receiving notification of the suspension, Licensee Developer shall cease the activities specified by USPS USPS. Developer will have no right to resume such activities until authorized in writing by USPS that Developer takes the activities may be resumed. USPS shall not be obligated necessary actions to continue resolve the reasons for the suspension to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use satisfaction of the Service Materials upon issuance of a notice of suspension or terminationUSPS, which shall be communicated in writing. 10.69.6. Upon expiration or termination of the Agreement, Licensee shall immediatelyDeveloper agrees to: 10.6.19.6.1. Cease advertising cease all development, testing, or other use of the Interface, the NCOALink Product, and using the Service Materialsother Licensed Material; 10.6.29.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy destroy and/or deliver to USPS the Service NCOALink Product, and all other Licensed Materials along with all whole or partial copies thereofof the foregoing; and 10.6.49.6.3. Deliver deliver to the USPS a notarized statement signed by an officer of Licensee Developer confirming return and/or destruction of the items identified above. 10.79.6.3.1. Notwithstanding any such expiration or termination, Licensee Developer shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.89.7. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.99.8. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee Developer shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.111.1. Notwithstanding the Term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 11.2 below. 10.1.111.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials Subject Matter through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.211.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, hereof or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.311.3. USPS shall incur no liability for any reason due to the termination of this Agreement. 11.4. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers Users of the termination date and modify Licensee’s Product to reflect that its use of the Subject Matter will expire upon the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.511.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials Subject Matter or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials Subject Matter to Licensee, Licensee nor shall USPS be obligated to reimburse any fees for use of the Service Materials Subject Matter upon issuance of a notice of suspension or termination. 10.611.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.111.6.1. Cease advertising and using the Service Materialsproviding Subject Matter and Licensee’s Product; 10.6.211.6.2. Refund to customers Users any sums received for Services use of the Subject Matter that Licensee has not yet provided.provided to the Users; 10.6.311.6.3. Destroy and/or deliver to USPS the Service Materials Interface and all other Subject Matter along with all whole or partial copies thereofof the foregoing; and 10.6.411.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.711.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.811.8. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.911.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.19.1. Notwithstanding the Term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 9.2 below. 10.1.19.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Licensed Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-pro- rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.29.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.49.3. USPS shall incur no liability for any reason due to the termination of this Agreement or other License AgreementsAgreement. 10.59.4. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, as an interim measure in lieu of termination, suspend Licensee’s right to use the Service Licensed Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Licensed Materials to LicenseeLicensee for its own use, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or terminationLicensed Materials. 10.69.5. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.19.5.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy destroy and/or deliver to USPS the Service NCOALink Product and all other Licensed Materials along with all whole or partial copies thereof; and 10.6.49.5.2. Deliver deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.79.6. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.89.7. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.99.8. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.111.1. Notwithstanding the Term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 11.2 below. 10.1.111.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials Subject Matter through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.211.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, hereof or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.311.3. USPS shall incur no liability for any reason due to the termination of this Agreement. 11.4. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers Users of the termination date and modify Licensee’s Product to reflect that its use of the Subject Matter will expire upon the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.511.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials Subject Matter or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials Subject Matter to Licensee, Licensee nor shall USPS be obligated to reimburse any fees for use of the Service Materials Subject Matter upon issuance of a notice of suspension or termination. 10.611.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.111.6.1. Cease advertising and using the Service Materialsproviding Subject Matter and Licensee’s Product; 10.6.211.6.2. Refund to customers Sublicensees any sums received for Services use of the Subject Matter that Licensee has not yet provided.provided to the Sublicensees; 10.6.311.6.3. Destroy and/or deliver to USPS the Service Materials Interface and all other Subject Matter along with all whole or partial copies thereofof the foregoing; and 10.6.411.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.711.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.811.8. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.911.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein7.1 Notice, either party may terminate this License Agreement upon sixty (60) days written notice Cure, Breach, Termination 7.1.1 Licensee must immediately cease, or be forced to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreementcease, USPS shall allow the continued all use of the Service Licensed Materials through if Licensee does not properly execute, comply with, and maintain as current all fees under this Agreement required for Licensee to exercise the termination date. rights to use the Licensed Materials. 7.1.2 If Licensee shall pay all license fees set forth in breaches any material term or provision of this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and fails to cure the termination date specified breach within ten (10) calendar days after the written notice is issued by USPS identifying the breach (or such longer period of time as set by USPS in the event the termination date extends beyond the Term of the License Agreementsaid notice), this Agreement will automatically terminate. 10.2. 7.1.3 If USPS determines that Licensee at fails to make any time during the Term of payment required by this License Agreement or fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS terms of this Agreement, other than a material breach under the preceding subsection, and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than does not cure such failure within thirty (30) calendar days to cure all defects to after the satisfaction of USPS and avoid terminationwritten notice is issued by USPS, this Agreement will automatically terminate. 10.3. Upon receipt of any written notice of termination from 7.1.4 USPS, Licensee shall immediately notify solely in its customers of own sole discretion, may extend the termination datedeadlines set forth above. To be valid, any such extension must be in a writing signed by an appropriate USPS official. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. 7.1.5 If the Licensee at any time during the Term term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its own discretion, suspend Licensee’s right to use the Service Licensed Materials or any of the USPS Trademarks trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS Licensee until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Licensed Materials to Licensee, Licensee nor shall USPS be obligated to reimburse any fees for use of the Service Licensed Materials upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.110.1 This Agreement may be terminated at any time up to the Commencement Date However, if we have supplied you with any equipment, you must return it to us immediately any equipment returned for refunds must be received in brand new and resalable condition, including all original packaging, manuals, software and cables, as appropriate. Notwithstanding Please therefore keep all equipment packaging until you are happy to proceed with the Term contract. 10.2 After the Commencement Date this Agreement may be terminated in accordance with the terms set out in this Agreement and, the cancellation provisions of the License Agreement established herein, either party Consumer Protection (Distance Selling) Regulations 2000 (the "Distance Selling Regulations") will not apply to the Service. 10.3 We may terminate this License Agreement upon sixty at any time on notice if: (60a) days written we are directed by any competent authority to cease the provision of the service or any part of them; (b) you are in breach of any of these Terms and Conditions; (c) your contract with your telecommunications provider for your direct analogue exchange line is terminated; (d) any licensed operator supporting the service ceases to do so for whatever reason or changes the terms of its provision of telecommunications services beyond our reasonable control. 10.4 Unless otherwise specified in this Agreement, either you or we may terminate this Agreement on giving not less than 4 weeks' notice to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does other; such notice not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between to expire before the end of the Term Minimum Period. 10.5 You may terminate this Agreement within the first 12 months after the Commencement Date. Such termination will take effect from the beginning of the current License Agreement and next calendar month following the termination date specified by USPS 4-week notice period. In that event, if you decide to cancel, you agree to pay us all the costs that we have incurred in setting up your Internet services. This will include our installation fee of £75.00 plus any other costs specifically identified at the time of installation (for example engineer visit to correct faulty customer installation, wiring etc.) If you ordered specific hardware from us, you must pay the full retail price of this hardware. This cannot be returned for credit in the event case of cancellation after the termination date extends beyond the Term of the License Agreementcommencement date. 10.210.7 After the first 12 months of service – you may terminate the service by giving 1 months notice IN WRITING After receiving cancellation instructions, we will: Advise you to move to another Broadband provider OR, if you decide to CEASE the service, there will be a CEASE FEE applicable of £40.00. If USPS determines that Licensee at any time during We wiil collect the Term of this License Agreement fails to comply with or fulfill any of current months service Subscription in the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written month notice of termination from USPSwas received, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due and we will then collect a pro-rata payment service subscription up to the termination of this Agreement date in the following month when the service migrates – or ceases. We will calculate your payment instructions once our final invoice has been paid if we have to collect payment by other License Agreements. 10.5. If the Licensee at any time means during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee cancellation period – there will be a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.collection fee of

Termination and Suspension. 10.111.1. Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.111.2. In the event that the termination effective date does not correspond with the expiration of the current Term term of this License Agreement, USPS shall allow the continued use of the Service Licensed Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term term of the License Agreement. 10.211.3. In the event Licensee cancels this Agreement, USPS will retain all fees paid to USPS under this Agreement. 11.4. If USPS determines that Licensee at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.311.5. USPS shall incur no liability for any reason due to the termination of this Agreement. 11.6. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.511.7. If the Licensee at any time during the Term term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Licensed Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS Licensee until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide services to Licensee for its own use or for the Service Materials to use of any of Licensee’s customers, nor shall USPS be obligated to reimburse any fees for use of the Service Licensed Materials upon issuance of a notice of suspension or termination. 10.611.8. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.111.8.1. Cease advertising cease advertising, selling and providing services using the Service MaterialsLACSLink Product; 10.6.211.8.2. Refund refund to customers any sums received for Services services using the LACSLink Product that Licensee has not yet provided.provided to the customers; 10.6.311.8.3. Destroy and/or cease all use of the LACSLink Product, and other Licensed Materials; 11.8.4. deliver to USPS the Service LACSLink Product and all other Licensed Materials along with all whole or partial copies thereofof the foregoing; and 10.6.411.8.5. Deliver deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.711.9. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.811.10. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.911.11. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding 7.1 Either party shall have the Term of the License Agreement established herein, either party may right to terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2such termination. If USPS determines that Licensee at any time during the Term term of this License Agreement fails shall fail to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licenseethereof, USPS may, solely at its discretion, terminate this License the Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and may, but shall not be required to, provide Licensee with a period of no greater than thirty (30) calendar days to cure all defects to the satisfaction of USPS and avoid termination. Said termination shall be without liability to USPS. 10.37.2 Licensee shall, upon the termination date, cease advertising and selling and filling orders for Licensee products that incorporate DPV pursuant to this Agreement. Monies received for orders not yet filled as of the termination date shall be refunded to purchasers within fifteen (15) business days of receipt of the termination notice. 7.3 At the sole discretion of the Contracting Officer or his designees, USPS may, as an interim measure, send Licensee a suspension directive. A suspension directive will state the reasons for suspension and direct Licensee to cease the activities specified in the suspension directive until Licensee makes the necessary corrections and the corrections are verified by USPS. Upon receipt of any written notice of termination from USPSthe suspension notice, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the such specified activities specified by USPS until authorized in writing by USPS the Contracting Officer that the such activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. 7.4 Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising shall, at the direction and using to the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver satisfaction of USPS, destroy or return to USPS the Service Materials along with DPV Product materials and all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.112.1. Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.112.2. In the event that the termination effective date does not correspond with the expiration of the current Term term of this License Agreement, USPS shall allow the continued use of the Service Licensed Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term term of the License Agreement. 10.212.3. In the event Licensee cancels this Agreement, USPS will retain all fees paid to USPS under this Agreement. 12.4. If USPS determines that Licensee at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.312.5. USPS shall incur no liability for any reason due to the termination of this Agreement. 12.6. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date and modify Licensee’s Product to reflect that its use of the Licensed Materials will expire upon the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.512.7. If the Licensee at any time during the Term term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Licensed Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS Licensee until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Licensed Materials to Licensee for its own use or for the use of any of Licensee’s End Users, nor shall USPS be obligated to reimburse any fees for use of the Service Licensed Materials upon issuance of a notice of suspension or termination. 10.612.8. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.112.8.1. Cease advertising cease advertising, selling and using providing Licensee’s Product and/or the Service MaterialsLACSLink Product; 10.6.212.8.2. Refund refund to customers any sums received for Services Licensee’s Product or the LACSLink Product that Licensee has not yet provided.provided to the customers; 10.6.312.8.3. Destroy and/or cease all development, testing, or other use of the Interface, the LACSLink Product, and other Licensed Materials; 12.8.4. deliver to USPS the Service LACSLink Product, the Interface, and all other Licensed Materials along with all whole or partial copies thereofof the foregoing; and 10.6.412.8.5. Deliver deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.712.9. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.812.10. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.912.11. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein, either party A. COUNTY may terminate this License Agreement Contract in whole or in part upon sixty 15 days written notice to the CONTRACTOR in the event that the CONTRACTOR under this contract: 1. Materially breaches any duty, obligation, or service required pursuant to this Contract; 2. Engages in misappropriation of funds or misconduct as described in the Mono County Personnel System; or 3. The duties, obligations, or services herein become illegal, or not feasible. Before the COUNTY terminates this Contract pursuant to this Section XV, the COUNTY shall provide the CONTRACTOR written notice of termination, which shall include the reasons for termination and the effective date of termination. The CONTRACTOR shall have the opportunity to submit a written response to the COUNTY within ten working days from the date of the COUNTY’S notice. If the CONTRACTOR elects to submit a written response, the CAO will review the response and make a determination within ten days after receipt. In the event the CONTRACTOR does not concur with the determination of the CAO, the CONTRACTOR may request a review of the decision by the County Board of Supervisors. In the event the County Board of Supervisors reaffirms termination, the Contract shall terminate in ten days from the date of the final decision of the County Board of Supervisors. The Contract will remain in full force pending such termination. CONTRACTOR understands and agrees that any such decision shall be final and binding and shall not be appealable nor otherwise subject to judicial review of any kind. B. CONTRACTOR reserves the right to terminate this Contract with cause with 15 days written notice should the COUNTY materially breach any duty, obligation or service pursuant to this Contract. Prior to such termination, CONTRACTOR shall provide COUNTY with written notice of the alleged breach and COUNTY shall have 30 days in which to cure the breach. In the event that the CONTRACTOR terminates this Contract for reasons other than good cause resulting from a material breach of this Contract by the COUNTY, the CONTRACTOR shall be liable for damages, including the excess costs of the procurement of similar services from another source, unless it is determined by the CAO that (60i) days no default actually occurred, or (ii) the failure to perform was without the CONTRACTOR’S control, fault or negligence. C. COUNTY or CONTRACTOR may terminate this Contract at will and without cause by providing one hundred and eighty (180) days’ written notice to the other party except as provided in Section 10.2 belowof the intent to terminate. 10.1.1D. Following termination or suspension of this Contract, the CONTRACTOR shall continue to represent clients that were previously assigned, at an hourly rate determined by the Courts, and the COUNTY will be liable for any payments owed for the completion of that work. In The CONTRACTOR shall remit to the event COUNTY any monies paid for cases not yet assigned or work not performed under the Contract. The CAO may request that the termination effective date does CONTRACTOR attempt to withdraw from any case assigned and not correspond with completed, and in that event, CONTRACTOR shall use best efforts to so withdraw. Should a court require, after the expiration CONTRACTOR has attempted to withdraw, the appearance of counsel from the CONTRACTOR on behalf of any client previously represented by the CONTRACTOR where such representation is no longer the obligation of the current Term CONTRACTOR pursuant to the terms of this License AgreementContract, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. If USPS determines that Licensee at any time during the Term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects COUNTY will honor payment to the satisfaction of USPS and avoid terminationCONTRACTOR upon judicial verification that continued representation is required. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein, either party A. COUNTY may terminate this License Agreement Contract in whole or in part upon sixty 15 days written notice to the CONTRACTOR in the event that the CONTRACTOR under this contract: 1. Materially breaches any duty, obligation, or service required pursuant to this Contract; 2. Engages in misappropriation of funds or misconduct as described in the Mono County Personnel System; or 3. The duties, obligations, or services herein become illegal, or not feasible. Before the COUNTY terminates this Contract pursuant to this Section XV, the COUNTY shall provide the CONTRACTOR written notice of termination, which shall include the reasons for termination and the effective date of termination. The CONTRACTOR shall have the opportunity to submit a written response to the COUNTY within ten working days from the date of the COUNTY’S notice. If the CONTRACTOR elects to submit a written response, the CAO will review the response and make a determination within ten days after receipt. In the event the CONTRACTOR does not concur with the determination of the CAO, the CONTRACTOR may request a review of the decision by the County Board of Supervisors. In the event the County Board of Supervisors reaffirms termination, the Contract shall terminate in ten days from the date of the final decision of the County Board of Supervisors. The Contract will remain in full force pending such termination. CONTRACTOR understands and agrees that any such decision shall be final and binding and shall not be appealable nor otherwise subject to judicial review of any kind. B. CONTRACTOR reserves the right to terminate this Contract with cause with 15 days written notice should the COUNTY materially breach any duty, obligation or service pursuant to this Contract. Prior to such termination, CONTRACTOR shall provide COUNTY with written notice of the alleged breach and COUNTY shall have 30 days in which to cure the breach. In the event that the CONTRACTOR terminates this Contract for reasons other than good cause resulting from a material breach of this Contract by the COUNTY, the CONTRACTOR shall be liable for damages, including the excess costs of the procurement of similar services from another source, unless it is determined by the CAO that (60i) days no default actually occurred, or (ii) the failure to perform was without the CONTRACTOR’S control, fault or negligence. C. COUNTY or CONTRACTOR may terminate this Contract at will and without cause by providing one hundred and eighty (180) days’ written notice to the other party except of the intent to terminate. D. In the event that Xx. Xxxxxxx ceases, for any reason, to be employed by the law firm of Liebersbach, Carney & Xxxx, the COUNTY may, in its sole discretion, terminate this Contract as to Xx.Xxxxxxx and continue to contract with the firm with the substitution of another attorney mutually agreed upon by COUNTY and the firm, or may terminate this Contract as to the firm and continue to contract with Xx. Xxxxxxx. E. Following termination or suspension of this Contract, the CONTRACTOR shall continue to represent clients that were previously assigned, at an hourly rate determined by the Courts, and the COUNTY will be liable for any payments owed for the completion of that work. The CONTRACTOR shall remit to the COUNTY any monies paid for cases not yet assigned or work not performed under the Contract. The CAO may request that the CONTRACTOR attempt to withdraw from any case assigned and not completed, and in that event, CONTRACTOR shall use best efforts to so withdraw. Should a court require, after the CONTRACTOR has attempted to withdraw, the appearance of counsel from the CONTRACTOR on behalf of any client previously represented by the CONTRACTOR where such representation is no longer the obligation of the CONTRACTOR pursuant to the terms of this Contract, the COUNTY will honor payment to the CONTRACTOR upon judicial verification that continued representation is required. F. In the event that termination is due to misappropriation of funds, non-performance of the scope of services, or fiscal mismanagement, the CONTRACTOR shall return to the COUNTY those funds, unexpended or misappropriated, which, at the time of termination, have been paid to the CONTRACTOR by the COUNTY. G. Otherwise, this Contract shall terminate on the date specified herein, and shall be subject to extension only by mutual Contract of both parties hereto in writing and as provided in Section 10.2 below.I. 10.1.1H. The ability of the COUNTY to enter into this Contract is based upon available funding from various sources. In the event that the termination effective date does such funding fails, is reduced, or is modified, from one or more sources or is not correspond with the expiration of the current Term of this License Agreementappropriated, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. If USPS determines that Licensee at any time during the Term term of this License Agreement fails Contract County has the option without incurring any penalty or breaching this Contract to comply with terminate, reduce, or fulfill modify this Contract, or any of its terms within ten (10) days of notifying CONTRACTOR of the terms or conditions hereoftermination, reduction, or the Licensee Performance Requirements, or modification of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3available funding. Upon receipt of any written notice of termination from USPSsuch notice, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely CONTRACTOR may at its discretion, suspend Licensee’s right to use option terminate this Contract without incurring any penalty or breaching the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or terminationContract. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term of the License Agreement established herein, either party A. COUNTY may terminate this License Agreement Contract in whole or in part upon sixty 15 days written notice to the CONTRACTOR in the event that the CONTRACTOR under this contract: 1. Materially breaches any duty, obligation, or service required pursuant to this Contract; 2. Engages in misappropriation of funds or misconduct as described in the Mono County Personnel System; or 3. The duties, obligations, or services herein become illegal, or not feasible. Before the COUNTY terminates this Contract pursuant to this Section XV, the COUNTY shall provide the CONTRACTOR written notice of termination, which shall include the reasons for termination and the effective date of termination. The CONTRACTOR shall have the opportunity to submit a written response to the COUNTY within ten working days from the date of the COUNTY’S notice. If the CONTRACTOR elects to submit a written response, the CAO will review the response and make a determination within ten days after receipt. In the event the CONTRACTOR does not concur with the determination of the CAO, the CONTRACTOR may request a review of the decision by the County Board of Supervisors. In the event the County Board of Supervisors reaffirms termination, the Contract shall terminate in ten days from the date of the final decision of the County Board of Supervisors. The Contract will remain in full force pending such termination. CONTRACTOR understands and agrees that any such decision shall be final and binding and shall not be appealable nor otherwise subject to judicial review of any kind. B. CONTRACTOR reserves the right to terminate this Contract with cause with 15 days written notice should the COUNTY materially breach any duty, obligation or service pursuant to this Contract. Prior to such termination, CONTRACTOR shall provide COUNTY with written notice of the alleged breach and COUNTY shall have 30 days in which to cure the breach. In the event that the CONTRACTOR terminates this Contract for reasons other than good cause resulting from a material breach of this Contract by the COUNTY, the CONTRACTOR shall be liable for damages, including the excess costs of the procurement of similar services from another source, unless it is determined by the CAO that (60i) days no default actually occurred, or (ii) the failure to perform was without the CONTRACTOR’S control, fault or negligence. C. COUNTY or CONTRACTOR may terminate this Contract at will and without cause by providing one hundred and eighty (180) days’ written notice to the other party except of the intent to terminate. D. Following termination or suspension of this Contract, the CONTRACTOR shall continue to represent clients that were previously assigned, at an hourly rate determined by the Courts, and the COUNTY will be liable for any payments owed for the completion of that work. The CONTRACTOR shall remit to the COUNTY any monies paid for cases not yet assigned or work not performed under the Contract. The CAO may request that the CONTRACTOR attempt to withdraw from any case assigned and not completed, and in that event, CONTRACTOR shall use best efforts to so withdraw. Should a court require, after the CONTRACTOR has attempted to withdraw, the appearance of counsel from the CONTRACTOR on behalf of any client previously represented by the CONTRACTOR where such representation is no longer the obligation of the CONTRACTOR pursuant to the terms of this Contract, the COUNTY will honor payment to the CONTRACTOR upon judicial verification that continued representation is required. E. In the event that termination is due to misappropriation of funds, non-performance of the scope of services, or fiscal mismanagement, the CONTRACTOR shall return to the COUNTY those funds, unexpended or misappropriated, which, at the time of termination, have been paid to the CONTRACTOR by the COUNTY. F. Otherwise, this Contract shall terminate on the date specified herein, and shall be subject to extension as provided in Section 10.2 below.I. 10.1.1G. The ability of the COUNTY to enter into this Contract is based upon available funding from various sources. In the event that the termination effective date does such funding fails, is reduced, or is modified, from one or more sources or is not correspond with the expiration of the current Term of this License Agreementappropriated, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. If USPS determines that Licensee at any time during the Term term of this License Agreement fails Contract County has the option without incurring any penalty or breaching this Contract to comply with terminate, reduce, or fulfill modify this Contract, or any of its terms within ten (10) days of notifying CONTRACTOR of the terms or conditions hereoftermination, reduction, or the Licensee Performance Requirements, or modification of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3available funding. Upon receipt of any written notice of termination from USPSsuch notice, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely CONTRACTOR may at its discretion, suspend Licensee’s right to use option terminate this Contract without incurring any penalty or breaching the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or terminationContract. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. 9.1 Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.1. 9.2 In the event that the termination effective date does not correspond with the expiration of the current Term of Developer cancels this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay will retain all license fees set forth in paid to USPS under this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2. 9.3 If USPS determines that Licensee Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee Developer a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee Developer with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.4. 9.4 USPS shall incur no liability for any reason due to the termination of this Agreement or other License AgreementsAgreement. 10.5. If 9.5 Solely at the Licensee discretion of the USPS, USPS may, as an interim measure in lieu of termination, suspend Developer’s rights under this Agreement if USPS determines that Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions of this License Agreement or any other License Agreement hereof. The Suspension shall be effective in accordance with USPS, the reasons and terms USPS may, solely at its discretion, suspend Licensee’s right communicates to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspensionDeveloper. Upon receiving notification of the suspension, Licensee Developer shall cease the activities specified by USPS USPS. Developer will have no right to resume such activities until authorized in writing by USPS that Developer takes the activities may be resumed. USPS shall not be obligated necessary actions to continue resolve the reasons for the suspension to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use satisfaction of the Service Materials upon issuance of a notice of suspension or terminationUSPS, which shall be communicated in writing. 10.6. 9.6 Upon expiration or termination of the Agreement, Licensee shall immediatelyDeveloper agrees to: 10.6.1. Cease advertising 9.6.1 cease all development, testing, or other use of the Interface, the LACSLink Product, and using the Service Materialsother Licensed Material; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy 9.6.2 destroy and/or deliver to USPS the Service LACSLink Product, the Interface, and all other Licensed Materials along with all whole or partial copies thereofof the foregoing; and 10.6.4. Deliver 9.6.3 deliver to the USPS a notarized statement signed by an officer of Licensee Developer confirming return and/or destruction of the items identified above. 10.7. 9.6.4 Notwithstanding any such expiration or termination, Licensee Developer shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. 9.7 No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.9. 9.8 Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee Developer shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.19.1. Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.29.2. If USPS determines that Licensee Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, hereof or of any other License Agreement between USPS and Licenseewith Developer, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee Developer a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee Developer with a period of no greater than thirty (30) days to cure all defects to the satisfaction of USPS and avoid termination. 10.3. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date. 10.49.3. USPS shall incur no liability for any reason due to the termination of this Agreement or other License AgreementsAgreement. 10.59.4. If Solely at the Licensee discretion of the USPS, USPS may, as an interim measure in lieu of termination, suspend Developer’s rights under this Agreement if USPS determines that Developer at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof or of this License Agreement or any other License Agreement between USPS and Developer. The Suspension shall be effective in accordance with USPS, the reasons and terms USPS may, solely at its discretion, suspend Licensee’s right communicates to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspensionDeveloper. Upon receiving notification of the suspension, Licensee Developer shall cease the activities specified by USPS USPS. Developer will have no right to resume such activities until authorized in writing by USPS that Developer takes the activities may be resumed. USPS shall not be obligated necessary actions to continue resolve the reasons for the suspension to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use satisfaction of the Service Materials upon issuance of a notice of suspension or terminationUSPS, which shall be communicated in writing. 10.69.5. Upon expiration or termination of the Agreement, Licensee shall immediatelyDeveloper agrees to: 10.6.19.5.1. Cease advertising cease all development, testing, or other use of the Interface, the SuiteLink Product, and using the Service Materialsother Licensed Material; 10.6.29.5.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy destroy and/or deliver to USPS the Service SuiteLink Product, the Interface, and all other Licensed Materials along with all whole or partial copies thereofof the foregoing; and 10.6.49.5.3. Deliver deliver to the USPS a notarized statement signed by an officer of Licensee Developer confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee Developer shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.89.6. No waiver by either party of a breach or a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent breach or default or breach of a like or similar nature. 10.99.7. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of a breach of this Agreement by Licensee Developer shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding the Term term of the License Agreement established herein, either party may terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 belowparty. 10.1.110.2. In the event that the termination effective date does not correspond with the expiration of the current Term term of this License Agreement, USPS shall allow the continued use of the Service Licensed Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.210.3. If USPS determines that Licensee at any time during the Term term of this License Agreement fails to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licensee, USPS may, solely at its discretion, terminate this License Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and shall provide Licensee with a period of no greater than thirty fifteen (3015) calendar days to cure all defects to the satisfaction of USPS and avoid termination. 10.310.4. USPS shall incur no liability for any reason due to the termination of this Agreement. 10.5. Upon receipt of any written notice of termination from USPS, Licensee shall immediately notify its customers of the termination date and modify Licensee’s Product to reflect that its use of the Licensed Materials will expire upon the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.510.6. If the Licensee at any time during the Term term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPSAgreement, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Licensed Materials or the USPS Trademarks by sending Licensee a notice of suspension. In addition, USPS may, solely at its discretion, revoke Licensee’s CASS Certification. Upon receiving notification of the suspension, Licensee shall cease the activities specified by USPS until authorized in writing by USPS that the activities may be resumed. USPS shall not be obligated to continue to provide the Service Licensed Materials to Licensee, nor shall USPS be obligated to reimburse any fees Licensee for its own use or for the use of the Service Materials any of Licensee’s Users upon issuance of a notice of suspension or termination. 10.6. Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising and using the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver to USPS the Service Materials along with all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.

Termination and Suspension. 10.1. Notwithstanding 9.1 Either party shall have the Term of the License Agreement established herein, either party may right to terminate this License Agreement upon sixty (60) days written notice to the other party except as provided in Section 10.2 below. 10.1.1. In the event that the termination effective date does not correspond with the expiration of the current Term of this License Agreement, USPS shall allow the continued use of the Service Materials through the termination date. Licensee shall pay all license fees set forth in this License Agreement on a pro-rated basis for the time period between the end of the Term of the current License Agreement and the termination date specified by USPS in the event the termination date extends beyond the Term of the License Agreement. 10.2such termination. If USPS determines that Licensee at any time during the Term term of this License Agreement fails shall fail to comply with or fulfill any of the terms or conditions hereof, or the Licensee Performance Requirements, or of any other License Agreement between USPS and Licenseethereof, USPS may, solely at its discretion, terminate this License the Agreement by sending Licensee a notice of termination. The notice shall state the reasons for the termination and may, but shall not be required to, provide Licensee with a period of no greater than thirty (30) calendar days to cure all defects to the satisfaction of USPS and avoid termination. Said termination shall be without liability to USPS. 10.39.2 Licensee shall, upon the termination date, cease advertising and selling and filling orders for the DSF2 services. Monies received for orders not yet filled as of the termination date shall be refunded to purchasers within fifteen (15) business days of receipt of the termination notice. 9.3 At the sole discretion of the Contracting Officer or his designees, USPS may, as an interim measure, send Licensee a suspension directive. A suspension directive will state the reasons for suspension and direct Licensee to cease the activities specified in the suspension directive until Licensee makes the necessary corrections and the corrections are verified by USPS. Upon receipt of any written notice of termination from USPSthe suspension notice, Licensee shall immediately notify its customers of the termination date. 10.4. USPS shall incur no liability for any reason due to the termination of this Agreement or other License Agreements. 10.5. If the Licensee at any time during the Term of this License Agreement fails to comply with any of the terms or conditions of this License Agreement or any other License Agreement with USPS, USPS may, solely at its discretion, suspend Licensee’s right to use the Service Materials or the USPS Trademarks by sending Licensee a notice of suspension. Upon receiving notification of the suspension, Licensee shall cease the such specified activities specified by USPS until authorized in writing by USPS the Contracting Officer that the such activities may be resumed. USPS shall not be obligated to continue to provide the Service Materials to Licensee, nor shall USPS be obligated to reimburse any fees for use of the Service Materials upon issuance of a notice of suspension or termination. 10.6. 9.4 Upon expiration or termination of the Agreement, Licensee shall immediately: 10.6.1. Cease advertising shall, at the direction and using to the Service Materials; 10.6.2. Refund to customers any sums received for Services that Licensee has not yet provided. 10.6.3. Destroy and/or deliver satisfaction of USPS, destroy or return to USPS the Service DSF2 Licensed Materials along with and all whole or partial copies thereof; and 10.6.4. Deliver to the USPS a notarized statement signed by an officer of Licensee confirming return and/or destruction of the items identified above. 10.7. Notwithstanding any such expiration or termination, Licensee shall remain obligated to abide by the confidentiality provisions of this Agreement. 10.8. No waiver by either party of a default or breach of this Agreement shall be deemed a waiver by such party of a subsequent default or breach of a like or similar nature. 10.9. Resort by USPS to any remedies referred to in this License Agreement or arising by reason of breach of this Agreement by Licensee shall not be construed as a waiver by USPS of its right to resort to any and all other legal and equitable remedies available to USPS.