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XI. Termination <br />The parties agree that either party shall have the right to terminate this Agreement for <br />cause following written notice specifying the breach and thirty (30) days time to cure the breach, <br />unless the breach cannot be corrected within thirty (30) days time in which event an additional <br />thirty (30) days may be allowed. The parties further agree that this Agreement may also be <br />terminated without cause and for any reason upon sixty (60) days prior written notice. Provided, <br />however, in the event the City terminates this Agreement without cause and prior to the go -live <br />date, CivicPlus shall be entitled to compensation for all work completed through the date of notice <br />of termination. Additionally, should CivicPlus terminate this Agreement without cause during any <br />twelve (12) month period for which the City has prepaid for technical and application support <br />services, CivicPlus shall reimburse City for the pre -payment on a prorated basis. <br />XII. Complete Contract <br />This Agreement, including Exhibit "A", constitute the entire agreement by and between the <br />parties regarding the subject matter hereof and supersedes all prior or contemporaneous written <br />or oral understandings. This Agreement may only be amended, supplemented, modified or <br />canceled by a duly executed written instrument. <br />XIII. Mailing of Notices <br />Unless instructed otherwise in writing, CivicPlus agrees that all notices or communications <br />to City permitted or required under this Agreement shall be addressed to City at the following <br />address: <br />City of Paris <br />Attn: Information Technology Department <br />P.O. Box 9037 <br />Paris, TX 75461-9037 <br />With an additional copy of the Notice or Communication sent to: <br />City of Paris <br />Attn: City Attorney <br />P.O. Box 9037 <br />Paris, Texas 75461-9037 <br />City agrees that all notices or communications to CivicPlus permitted or required under this <br />Agreement shall be addressed to CivicPlus at the following address: <br />CivicPlus <br />317 Houston St., Suite E <br />Manhattan, KS 66502 <br />All notices or communications required to be given in writing by one party or the other <br />shall be considered as having been given to the addressee on the date such notice or <br />CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 4 <br />