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transmitted to third parties by Provider without prior written authorization from Agency and <br />from the person or entity whose information is sought to be disclosed. <br /> <br />1.10 Ownership of Data. Agency is the owner of all data contained in its databases and which is <br /> submitted to Provider for purposes of implementing this Agreement. Subject to State law <br /> requirements for release or non-release of public information applicable to Agency as a <br /> governmental entity, Agency warrants that it exclusively owns all content and data provided by it <br /> for use on Provider's software application. <br /> <br />1.11 Agreement Components. The entire Agreement concerning the services provided herein consists <br /> of: (1) this Agreement and (2) the following Attachments: <br /> <br />A: Deliverables <br />B: Professional Services <br />C: System Administration <br />D: Security <br />E: Transaction Fee Schedule <br /> <br />The Parties must agree in writing to any amendment or modification to this Agreement or <br />Attachments. <br /> <br />1.12 Term of Agreement. Provider acknowledges that, by law, Agency may only contract for an <br /> obligation satisfied from current revenues. Notwithstanding the provisions of paragraph 2.1 herein, <br /> Provider agrees this agreement shall be for a term of one (1) year, automatically renewable on the <br /> anniversary date hereof for four (4) additional one (1) year terms, subject to termination by Agency <br /> without cause and at Agency's sole discretion in any given year by providing written notice to <br /> Provider of intent to terminate, such termination to be effective sixty (60) days following the date of <br /> receipt of such notice by Provider, unless the notice of termination specifies a later date. Upon such <br /> termination, the Agency shall return all hardware, software, and/or documentation supplied by and <br /> belonging to Provider. Agency will retain all records and/or data relating to actual permits issued <br /> or in progress. <br /> <br />2. GENERAL PROVISIONS <br /> <br />2.1 <br /> <br />Termination. If either Agency or Provider violates any material term or condition of this <br />Agreement or fails to fulfill in a timely and proper manner its obligations under this agreement, <br />then the aggrieved party shall give the other party written notice of such failure or violation. The <br />party to which such notice is given shall give the other party written notice of a proposed correction <br />to such failure or violation. The party to which such notice has been given will correct the violation <br />or failure within thirty (30) days or as otherwise mutually agreed. If the failure or violation is not <br />corrected, this Agreement may be terminated immediately by written notice from the aggrieved <br />party to the other party. The option to terminate shall be at the sole discretion of the aggrieved <br />party. <br /> <br />Upon termination of this Agreement, the Agency shall return all hardware, software, and/or <br />documentation supplied by and belonging to Provider. Agency will retain all records and/or data <br />relating to actual permits issued or in progress. Provider will return a complete copy of Agency's <br />data (in ASCII or similar format) to Agency, contingent on Agency's prior payment on any or all <br />outstanding fees owed to Provider (data dump). <br /> <br />Form.AA.3/27/01 3 <br /> <br /> <br />