Reso 2021-3185 - Laserfiche WebLink

Home Browse Search

prior to the date when any claim is made against Contractor; plus (b) all other revenue earned by Contractor for all of Enterprise Services' transactions made in the twelve (12) months prior to the date of any claim made against Contractor; provided, however, that in the case of claims (as such term is defined and limited pursuant to and in accordance with Sections 14.2 and 14.3) directly resulting from a data breach (i.e., any access, destruction, loss, theft, use or disclosure of Enterprise Services' Data by an unauthorized party), Contractor's liability with respect to each Participating Entity under this Master Agreement for such damages shall not exceed six times the sum of: (a) all fees paid by such Participating Entity to Contractor under this Agreement in the twelve (12) month period prior to the date when any claim is made against Contractor; plus (b) all other revenue earned by Contractor for all of Enterprise Services' transactions made in the twelve (12) months prior to the date of any claim made against Contractor. 16.5 GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Master Agreement if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for purchases on account (and any related fees or other amounts owed to Contractor) as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. (b) Termination for Public Convenience. Enterprise Services, for public convenience, may terminate this Master Agreement; Provided, however, that such termination for public convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve any Participating Entity or Purchasing Entity from payment for purchases on account (and any related fees or other amounts owed to Contractor) as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. 16.6 TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the PARTIES shall cooperate to ensure an orderly and efficient suspension or termination. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 16.7 IF A PURCHASING ENTITY DEFAULTS: (i) it will not have any further right to borrow under the relevant PARTICIPATING Addendum; (ii) all outstanding amounts under the account shall be immediately due and payable; (iii) Contractor may terminate the relevant Purchasing Entity Cardholder Agreement; and (iv) Contractor will have the right to bring suit and exercise all rights and remedies available under applicable law. Alternatively, Contractor MAY, in its sole discretion: (i) suspend all services and obligations; (ii) shorten the billing cycle; or (iii) change the payment terms. The suspension of services and/or obligations will not be deemed a waiver of any right to terminate the Purchasing Entity Cardholder MASTER AGREEMENT No. 00819 - FLEET CARD SERVICES PAGE 20 OF 138