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XI. Termination The parties agree that either party shall have the right to terminate this Agreement for cause following written notice specifying the breach and thirty (30) days time to cure the breach, unless the breach cannot be corrected within thirty (30) days time in which event an additional thirty (30) days may be allowed. The parties further agree that this Agreement may also be terminated without cause and for any reason upon sixty (60) days prior written notice. Provided, however, in the event the City terminates this Agreement without cause and prior to the go-live date, CivicPlus shall be entitled to compensation for all work completed through the date of notice of termination. Additionally, should CivicPlus terminate this Agreement without cause during any twelve (12) month period for which the City has prepaid for website support services, CivicPlus shall reimburse City for the pre-payment on a prorated basis. XII. Comnlete Contract This Agreement, including the Exhibits lettered "A" through "E", constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. XIII. Mailing of Notices Unless instructed otherwise in writing, CivicPlus agrees that all notices or communications to City permitted or required under this Agreement shall be addressed to City at the following address: City of Paris Attn: Information Technology Department P.O. Box 9037 Paris, TX 75461-9037 With an additional copy of the Notice or Communication sent to: City of Paris Attn: City Attorney P.O. Box 9037 Paris, Texas 75461-9037 City agrees that all notices or communications to CivicPlus permitted or required under this Agreement shall be addressed to CivicPlus at the following address: CivicPlus 317 Houston St., Suite E Manhattan, KS 66502 All notices or communications required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 4 U00231 , , . ..T. . . T,._._ .__..~.,r.