73
9.2
EVEN IF A PARTY'S EXCLUSIVE
REMEDIFS FAIL OF THEIR
ESSENTIAL PURPOSES, NEITHER
PARTY SHALL EVER’ BE LIABLE
UNDER THIS AGREEMENT TO THE
OTHER PARTY OR OTHERS FOR ANY
ECONOMIC ' Loss OR
CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR
SAVINGS) OR INCIDENTAL OR
SPECIAL DAMAGES ARISING OUT OF
THIS AGREEMENT REGARDLESS OF
THE FORM OF THE ACTION,
WHETHER IN CONTRACT OR TORT
(INCLUDING A PARTY’S OWN
NEGLIGENCE), LAW OR EQUITY AND
REGARDLESS WHETHER A PARTY IS
INFORMED OF THEIR POSSIBILITY.
THE PRECEDING LIMITATION ON
CONSEQUENTIAL, INCIDENTAL AND
SPECIAL DAMAGES, SHALL NOT BE
CONSTRUED AS A LIMITATION ON
EITHER PARTY’S LIABILITY FOR
DAMAGES ARISING OUT OF A
BREACH OF THE OTHER PARTY’S
OBLIGATION TO PROTECT A
PARTY’S CONFIDENTIAL
INFORMATION AND TRADE SECRETS.
FORCE MAJEURE
CSC shall not be liable or deemed to be in
default for any delay or failure in performance
under this Agreement or interruption of
service resulting, directly or indirectly, from
acts of God, civil or military authority, labor
disputes, shortages of suitable parts, materials,
labor or transportation, or any similar cause
beyond CSC’s reasonable control.
TERM AND TERMINATION
The term of this Agreement commences on its
effective date and will continue until
terminated.
Either party may terminate this Agreement
upon a material breach by the other party of
any one or more of the terms and conditions
hereof, provided the party in breach is notified
in writing by the other party of the material
breach and such breach is not cured or a
satisfactory resolution agreed upon in writing
within thirty (0) days of such notice.
Notwithstanding anything contained in this
Agreement or Schedule of Charges, CSC shall
have the right to terminate this Agreement
City of Nashua MLA 062402 STE final
RISKMASTER ~ Steve Evers
9.3
9.4
9.5
without notice if Customer breaches Section 2
or Section 3.
In the event a party makes a general
assignment for the benefit of creditors or files
a voluntary petition in bankruptcy or petitions
for reorganization or arrangement under the
bankruptcy laws, or if'a petition in bankruptcy
is filed against a party, or if a receiver or
trustee is appointed for all or any part of the
property and assets of a party, the other party
may terminate this Agreement.
The Initial] MESA Term shal! be the period
commencing on September 1, 2002,
(“Commencement Date”) and continuing for
thirty-six (36) full calendar months during
which CSC shall be obligated to provide
MESA for the System licensed in such
Schedule of Charges. The charges for MESA
will automatically be invoiced on or before —
the anniversary of the Commencement Date as
stated above.
Customer agrees that upon termination of this
Agreement, Customer shall not use a System
designated therein and shall return to CSC,
within thirty (30) days after such termination,
the original and all copies of such System.
Due to the nature of such System and the need
for its protection as a trade secret and
confidential proprietary information, time is of
the essence in its return, and in the event of
Customer's failure to do so within the time
provided herein, Customer agrees that, in
addition to seeking damages, CSC shall be
entitled to obtain injunctive relief to require
such return, reasonable attorneys fees and
costs incurred in obtaining such injunctive
relief. If the System has been modified or
merged with other computer programs and it
is impractical to separate and return such
System, Customer shall destroy the System
and all copies thereof in its modified or
merged state and within 30 days of
termination of this Agreement an officer of
Customer shall certify to CSC in writing that
the System and all copies thereof have been
destroyed. Timely certification of destruction
shall fulfill Customer's obligation to return the
System. Failure to so certify destruction shall
constitute failure to return the System.
Customer shall remain liable for all charges
required under this Agreement, which are
unpaid as of the date of termination.
