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additional steps may be taken to terminate this Agreement. If the breaching party does <br />not cure the breach within seven (7) calendar days, the breaching party shall be deemed <br />to be in breach and the non - breaching party may, in addition to seeking the remedies <br />available hereunder and under the law, immediately terminate this Agreement. <br />1. Termination due to Distributor's Breach. Upon termination of this Agreement by the <br />Tax Assessor - Collector for breach by Distributor, the Distributor shall, at <br />Distributor's sole expense and within 24 hours, excluding weekends and holidays, <br />after Distributor's receipt of the Tax Assessor - Collector's notice of termination, <br />return to the Tax Assessor - Collector all outstanding Stickers and full payment of all <br />undisputed fees owed to the Tax Assessor - Collector, along with a final report. <br />2. Termination due to Tax Assessor - Collector's Breach. Upon termination of this <br />Agreement by the Distributor for breach by Tax Assessor - Collector, the Tax <br />Assessor - Collector shall be obligated to pick up, at the sole expense of the Tax <br />Assessor - Collector, all Stickers owed to the Tax Assessor - Collector within 24 hours, <br />excluding weekends and holidays, after the Tax Assessor - Collector's receipt of the <br />Distributor's notice of termination. Distributor shall remit payment of all undisputed <br />fees owed to Tax Assessor - Collector through the date of termination via ACH. <br />IV. <br />MISCELLANEOUS PROVISIONS <br />A. Venue and Governing Law. Each party to this Agreement hereby agrees and <br />acknowledges that venue and jurisdiction of any suit, right, or cause of action arising out <br />of or in connection with this Agreement shall lie exclusively in Hays County, Texas, and <br />the parties hereto expressly consent and submit to such jurisdiction. This Agreement <br />shall be governed by and construed in accordance with the laws of the State of Texas, <br />excluding, however, its choice of law rules. <br />B. Reclamation of Stickers. It is hereby acknowledged by Distributor that the Tax Assessor - <br />Collector shall have the right to reclaim the Stickers at any time upon written notice <br />during the term of this Agreement. Distributor shall provide a report of the number of <br />Stickers (including serial numbers) reclaimed by Tax Assessor - Collector at the time of <br />such repossession. <br />C. Distributor's Breach. No breach by the Distributor shall be considered an insubstantial or <br />immaterial breach. Furthermore, a breach of any obligation to be performed by the <br />Distributor hereunder shall constitute a material breach of this Agreement and shall give <br />the Tax Assessor - Collector the right to immediately terminate this Agreement, as set <br />forth hereinabove, and, in addition to such termination right, the right to avail itself of <br />any other remedies available hereunder or under the law. <br />D. Notice. Notice given pursuant to this Agreement shall be in writing and shall be given by <br />United States certified or registered mail, postage prepaid, addressed to the appropriate <br />party as set forth below: <br />TAX ASSESSOR - COLLECTOR: Hays County Tax Assessor - Collector <br />5 <br />