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the data delivery date to the Effective Date of this Agreement will be submitted to HERA and <br /> considered registrations by HERA under the terms of this Agreement. If Decatur is unable to <br /> provide the agreed upon digital file, then Decatur will provide HERA all property registration <br /> information, including but not limited to registration forms, for manual entry into HERA's <br /> database. If manual entry of this information is required, Decatur agrees to compensate HERA <br /> $5.00 per property. <br /> IX. SURVIVAL <br /> The expiration or termination of this Agreement will not extinguish the rights of either <br /> party that accrue prior to expiration,termination or any obligations that extend beyond termination <br /> or expiration, either by their inherent nature or by their express terms. <br /> X. AUDIT AND RECORDS <br /> HERA shall maintain records pertaining to this Agreement for a period of seven years from <br /> final payment. Such records shall be subject to audit by Decatur on reasonable advanced, written <br /> notice. The audit shall be conducted at the premises of Decatur on business days only and during <br /> normal working hours. <br /> XI. GOVERNING LAW <br /> The validity, construction and performance of this Agreement shall be governed by the <br /> laws of the State of Illinois without giving effect to the principles of conflicts of laws. <br /> XII. EXPENSES <br /> During the term of this Agreement, HERA shall be responsible for all expenses and costs <br /> associated with the service. <br /> XIII. TERMINATION <br /> HERA and Decatur each expressly reserve the right to withdraw from this Agreement at <br /> any time upon 60 days written notification to the other party, subject to any applicable ethical <br /> Page 5 of 8 <br />