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Considerations, GIS w~ provide deliverables detailed in the following Schedules at the fees indicated in said Schedules: Schedule B: Schedule C: Schedule D: Schedule E: Schedule F: Schedule G: Schedule H: Schedule I: Schedule J: Database Services Hardware and System Software POLARIS Software Licenses Services Hardware Maintenance Software Maintenance and System Support Payment Schedules Additional Considerations Data Migration - Data Requirements 3. Installation Schedule 3.1. Following the signing of this Agreement, the LmRARY and GIS will draw up an Implementation Plan which shall include, but not be limited to, identification of all required tasks, a timeline of all required tasks, an indication of which party is responsible for completion of each task, and expected duration of each task. Upon completion of installation and implementation, both parties shall mutually agree to an Operational Date pursuant to Article 1.5. herein. 3.2. If, following the execution of this Agreement and the signing of the Implementation Plan, the delivery and/ or installation of the Software and/ or Hardware is postponed until after the proposed Operational Date provided in the then current Implementation Plan due to extensions requested by the LIBRARY or the failure of the LmRARY to perform its responsibilities under the terms of the Implementation Plan, then GIS, at its option, shall be entitled to invoice the LIBRARY for any balance due on delivery and/ or installation, pursuant to Schedule H, Payment Schedules. 4. Term and Termination 4.1. This Agreement is effective upon final signature and for an initial term ending one year from the Operational Date. It shall then be renewed automatically for one-year periods unless the LmRARY notifies GIS of its intention not to renew at least ninety (90) days prior to the expiration of the original or any extended term. 4.2 If either party is in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such breach, to the breaching party. The breaching party will have thirty (30) days after notice is given to cure such breach, or, if the breach cannot reasonably be cured within thirty (30) days, the breaching party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the breaching party fails to cure, commence to cure in timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement, at law or in equity. 4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, assignee or other liquidating officer is appointed for all or substantially all of the business of either party, or if either party makes an assignment for the benefit of creditors, then the other party, at its option may immediately terminate this Agreement by notice to the offending party to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted POLARIS POI.ARE '"