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performed. Prior to the exercise of its option to terminate for cause, the City shall notify the <br /> Contractor of its violation of the particular terms of the agreement and grant Contractor Ten (10) <br /> days to cure such default. If the default remains uncured after Ten (10)days the City may terminate <br /> this Agreement <br /> (i.) In the event of termination, all finished and unfinished documents, data, and other <br /> work product prepared by Contractor shall be delivered to the City. <br /> (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the <br /> City for damages sustained by virtue of a breach of the Agreement by Contractor. <br /> B. Termination for Convenience of City. The City may, for its convenience and <br /> without cause terminate the Services then remaining to be performed at any time by giving written <br /> notice which shall become effective Ten (10) days following receipt by Contractor. The terms of <br /> Paragraphs A(i) and(ii)above shall be applicable hereunder. <br /> C. Termination for Insolvency. The City also reserves the right to terminate the <br /> remaining services to be performed in the event the Contractor is placed either in voluntary or <br /> involuntary bankruptcy or makes any assignment for the benefit of creditors. <br /> 10. NO ASSIGNMENT. The Contractor shall not subcontract, assign, or transfer any work <br /> under this agreement without the prior written consent of the City. <br /> 11. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or <br /> controversy arises hereunder then such dispute or controversy shall be settled by arbitration in <br /> accordance with the procedures, rules and regulations of the American Arbitration Association. The <br /> decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon <br /> the award rendered by the arbitrator may be entered in any court having jurisdiction_ Arbitration <br /> shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred <br /> by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, <br /> each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' <br /> fees as may be determined by the court on confirmation. <br /> 12. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of <br /> this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the <br /> Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person <br /> or entity, other than in the discharge of the duties of the Contractor under this Agreement, any <br /> information which the City designates in writing as "confidential." As a violation by the Contractor <br /> of the provisions of this Section could cause irreparable injury to the City and there is no adequate <br /> remedy at law for such violation, the City shall have the right, in addition to any other remedies <br /> available to it at law or in equity, to enjoin the Contractor in a court of equity for violating such <br /> provisions. <br /> 13. NOTICES. All notices and other communications required or permitted to be given under <br /> this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise <br /> provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt <br /> requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) <br /> Page 5 of 8 <br /> CJ I ._ <br /> IRON SKY,INC.-CONTRACT NO.C1112-073 <br />