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RedSpee& Florida,LLC
<br />with all revenues owed to Customer accruing prior to the date of termination and REDSPEED
<br />shall be entitled to its fees pursuant to this Agreement, from said accrued revenues provided
<br />to Customer.
<br />d) For convenience of Customer, as the Customer reserves the right, in its best interest as
<br />determined by the Customer, to terminate by giving written notice to REDSPEED thirty (30)
<br />days prior to the effective date of such termination. If the Customer elects to terminate the
<br />agreement under this subsection after the initial twelve (12) months of this Agreement being
<br />in effect, the Customer shall owe nothing to REDSPEED. If, however, the Customer elects to
<br />terminate this agreement under this subsection within the initial twelve (12) months of thie
<br />Agreement being in effect, Customer shall pay termination costs related to winddown and
<br />unamortized costs of system installation, implementation, and equipment depreciation. In a
<br />termination pursuant to this section during the first thirty-six months of the Agreement,
<br />REDSPEED shall be required to provide complete documentation to support its total
<br />investment in each approach, including specific documentation relative to the total cost of
<br />each Camera System and related equipment, labor and installation costs and any other costs
<br />specific to each approach. The reimbursement shall then be determined by establishing the
<br />total cost of each approach, which shall not exceed $100,000 per camera system, which
<br />amount shall be divided by thirty-six (36) months, which shall then be multiplied by the
<br />number of whole months remaining in the term of this Agreement. This amount may be more
<br />than service fees paid.
<br />Example: If there was only one camera and the Agreement terminated in month 30
<br />of the 36 month amortization schedule, the termination fee on that camera would
<br />be calculated as follows: $100,000 / 36 = $2,777.78 times 6 months remaining
<br />$16,667 due.
<br />Upon termination of this Agreement, either for breach or because it has reached the end of
<br />its term, the parties recognize that the Customer will have to process traffic law violations in
<br />the "pipeline," and that REDSPEED accordingly must assist the Customer in this regard.
<br />Accordingly, the parties shall take the following actions, and shall have the following
<br />obligations, which survive termination during the winddown period: The Customer shall
<br />cease using the IPESystem, shall return or allow REDSPEED to recover all provided equipment
<br />within a reasonable time not to exceed ninety (90) days, and shall not generate further
<br />images to be processed. Unless directed by the Customer not to do so REDSPEED shall
<br />continue to process all images taken by the Customer before termination and provide all
<br />services associated with processing in accordance with this Agreement, and, except for
<br />terminations after the initial twelve (12) months of this Agreement, REDSPEED shall be
<br />entitled to all Fees specified in the Agreement as if the Agreement were still in effect,
<br />6. ASSIGNMENT:
<br />Neither Party may assign all or any portion of this Agreement without the prior written consent of
<br />the other, which consent shall not be unreasonably withheld or delayed. Provided, however, that the
<br />Customer hereby acknowledges and agrees that delivery and performance of REDSPEED's rights
<br />pursuant to this Agreement shall require a significant investment by REDSPEED's, and that in order
<br />to finance such investment, REDSPEED may be required to enter into certain agreements or
<br />arrangements including, but not limited to, acknowledgments and/or consents with equipment
<br />lessors, banks, financial institutions or other similar persons or entities. The Customer hereby agrees
<br />that REDSPEED shall have the right to assign, pledge, hypothecate or otherwise transfer its rights to
<br />the equipment but not the service provided under this Agreement, to any of the aforesaid financial
<br />institutions without the Customers prior written approval. Customer further acknowledges and
<br />agrees that in the event that REDSPEED provides any such acknowledgment or consent to Customer
<br />for execution, and in the event that the Customer fails to execute and deliver such acknowledgment
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