2010 - 12-06-2010 Regular Meeting

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soGx 23 FAAW interrupt the Services without notice in order to perform system maintenance or protect the integrity of the Services. TMA will, however, use commercially reasonable procedures to limit interruptions and announce any scheduled downtimes. 10. Term and Cancellation The initial term of this Agreement will commence on the Effective Date and will expire upon December 31 of 2014. Upon the expiration of the initial term and each renewal term, the term of this Agreement will automatically renew for consecutive one -year periods, unless either party provides the other with notice of non - renewal at least 30 days before the expiration of the then - current period, in which case the Agreement will expire effective at the end of the then - current period. Additionally, if either party fails to cure a material breach of this Agreement within 30 days after the other party gives it written notice of the breach, the non- breaching party may terminate this Agreement by giving the breaching party written notice of termination. 11. Notices All notices with respect to this Agreement, including any cancellation notices, should be sent to: Tax Management Associates, Inc. County of Lee TAXscribe.com Contract Management P.0 Box 1968 2225 Coronation Blvd. Sanford, NC 2733 1 -1 968 Charlotte, NC 28227 12. Governing Law This Agreement and any related disputes will be governed by and construed in accordance with the laws of the state of North Carolina, except that no choice of law doctrine will be used to apply the laws of another jurisdiction. The United Nations Convention on the International Sale of Goods will not apply. 13. Transfer Neither party will have the right to assign or transfer this Agreement or any of its rights under this Agreement without the prior written consent of the other party, except that a party may assign or transfer this Agreement in connection with a sale or transfer of all or substantially all of the assets or business (to which this Agreement relates) of such party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and the permitted assigns and transferees of each party. No assignment releases the assignor from its liability under this Agreement. Any attempted assignment which is not in compliance with this Section 14 will be void. 14. Relationship of Parties Each party will be and act as an independent contractor. The parties do not intend for this Agreement to create, and this Agreement will not be construed to create, any joint venture, partnership, or agency relationship between the parties so as to render either party liable to the other party for anything more than the performance of its respective obligations hereunder. 15. Force Maieure Neither party will be liable for any breach or delay resulting from any cause beyond its reasonable control, including acts of God, war, insurrection, the public enemy, acts or omissions of any government, labor disputes or strikes failure of power supply, or changes in the law. A party claiming excused performance due to a force majeure event will give the other party prompt written notice of such force majeure event. 16_ Survival Upon any expiration or termination of this Agreement, the parties will have no further obligations under this Agreement except the following obligations shall survive expiration or any termination of this Agreement: (i) the obligations of a party with respect to any breach by such party of this Agreement prior to such expiration or termination and (ii) the obligations contained in Section 9.b. 7