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<br /> 11.2 Termination. This eernent may be ternhiriated, in whole, or in m"rt, by f�ither party if tiht, r,,hr r t)ariv
<br /> substantially fails t0 fulfiii its obligations uncleY this�f;reeme I throuk h no foul' of the tc�rrninating pnrly: or tnr Cv,,ne"
<br /> may ternl4na(e this,A reenienr k, in whole or in part, for Its Convenience, tlC)wet`tzr. no such tt,,,nofflation n av i)f�r(iFi(,,tE`Ci
<br /> Ur1l('SS the U3ri; givos the other pail{: (1.) w-A lcss than kon (10) calendar days written noti.—o h cnrtifl(xi
<br /> maii of Inlent to terminate, �l;nd (2) an opportunity for a meeting vJth the tern inaiinc pari\, b:'TOr'tP"Ytllir!1tI0n. if'hi
<br /> >5reement is terrriinaied b eithor par-ty, C,oncontric shall he pai(i for srrvirais eriornled to d1e. off eOve rlr u., r;
<br /> termination. including relmtlUrsable expenses. In the ez%enl. of contrnd teri-nination, the 0,.Vner .hall 'r',Ceivin
<br /> reproducible r,opies ref 1 rail<Jings. Custom Developed Applications and other clocullients r:o;rhpl�ted 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 DlgpUte Resolutm. 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) LOediatign. 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 atthe 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 r
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