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<br /> 11.2 Termination. This Agreement may be terminated, in whole or in part, by either party if the other party
<br /> substantially fails to fulfill its obligations under this Agreement through no fault of the terminating party; or the Owner
<br /> may terminate this Agreement, in whole or in part,for its convenience. However, no such termination may be effected
<br /> unless the terminating party gives the other party: (1) not less than ten (10) calendar days written notice by certified
<br /> mail of intent to terminate, and (2) an opportunity for a meeting with the terminating party before termination. If this
<br /> Agreement is terminated by either party, Concentric shall be paid for services performed to the effective date of
<br /> termination, including reimbursable expenses. In the event of contract termination, the Owner shall receive
<br /> reproducible copies of Drawings, Custom Developed Applications and other documents completed by Concentric
<br /> 11.3 Effect of Termination Pursuant to Section 11.2. Upon any expiration or termination of this Agreement:
<br /> (a) Consultant shall immediately cease all use of and within five (5) days deliver to Customer, or, if return is
<br /> impractical, shall destroy, all documents and tangible materials containing, reflecting, incorporating or based on the
<br /> Customer Materials or Customer's Confidential Information;provided,however,that Consultant may retain one archival
<br /> copy of the Customer Materials and Customer's Confidential Information to the extent Consultant requires or will
<br /> require such Customer Materials or Confidential Information to meet its internal recordkeeping requirements or
<br /> perform any of its obligations or exercise any of its rights or licenses under any surviving provisions of this Agreement.
<br /> (b) Customer shall(i)immediately cease all use of and within five(5)days deliver to Consultant,or at Consultant's
<br /> written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on the
<br /> Consultant Materials or Consultant's other Confidential Information; and (ii) permanently erase the Consultant
<br /> Materials and Consultant's other Confidential Information from its computer systems, except, in each case, to the
<br /> extent that Customer requires or will require such Consultant Materials or Consultant's Confidential Information to
<br /> perform any of its obligations or exercise any of its rights or licenses under any surviving provisions of this Agreement.
<br /> (c) If Customer terminates this Agreement pursuant to Sections 11.2Errorl Reference source not found. or (c),
<br /> Customer will be relieved of any obligation to pay any Fees hereunder for Services and Deliverables that Consultant
<br /> has not provided as of the effective date of termination and Consultant will refund to Customer Fees paid in advance
<br /> for such Services and Deliverables.
<br /> (d) If Consultant terminates this Agreement pursuant to Sections 11.2Errorl Reference source not found., (b), or
<br /> (c),Customer shall pay all previously-accrued but not yet paid Fees and Reimbursable Expenses through the effective
<br /> date of termination, on receipt of Consultant's invoice therefor.
<br /> (e) If Consultant terminates this Agreement, all licenses granted to Customer under this Agreement will also
<br /> automatically and immediately terminate on the effective date of such termination.
<br /> (f) Customer shall certify to Consultant in a notarized written instrument signed by Customer's duly authorized
<br /> executive officer that it has complied with the requirements of this Section 11.3.
<br /> 11.4 Surviving Provisions.The provisions set forth in the following Sections,and any other right or obligation of the
<br /> parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive
<br /> any expiration or termination of this Agreement: Section 8, Section 9.1, Section 9.2,Section 9.3, Section 10, Section
<br /> 11.3,this Section 11.4, Section 12,Section 13,Section 14,Section 15,and Section 16.
<br /> 11.5 Dispute Resolution. Any dispute arising out of or relating to this Agreement, including the alleged breach,
<br /> termination, validity, interpretation and performance thereof ("Dispute") shall be resolved with the following
<br /> procedures:
<br /> (a) Negotiation. Upon written notice of any Dispute,the parties shall attempt to resolve it promptly by negotiation
<br /> between executives who have authority to settle the Dispute and this process should be completed within thirty(30)
<br /> calendar days(the "Negotiation").
<br /> (b) Mediation. If the dispute has not been resolved by negotiation in accordance with Section 11.5(a), then the
<br /> parties shall proceed to mediation unless the parties at the time of the dispute agree to a different timeframe.A"Notice
<br /> of Mediation" shall be served, signifying that the Negotiation was not successful and to commence the mediation
<br /> process.The parties shall agree on a mediator; however, if they cannot agree within fourteen (14) calendar days then
<br /> Concentric Integration,LLC I V10—Revised—Decatur
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