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n. CLIENT shall never waive nor be estopped to assert its right to terminate this <br /> Agreement because of its acts or omissions regarding its review of insurance <br /> documents. <br /> 17. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY <br /> FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL <br /> DAMAGES WHATSOEVER, EVEN IF SUCH PARTY KNOWS ABOUT THE <br /> POSSIBILITY OF SUCH DAMAGES. <br /> 18. Warranties. VENDOR's performance shall conform to the professional standards <br /> prevailing in Harris County, Texas with respect to the scope, quality, due diligence, and care <br /> of the services and products VENDOR provides under this Agreement. <br /> 19. Licenses and Permits. VENDOR shall obtain, maintain, and pay for all licenses, permits, and <br /> certificates including all professional licenses required by any statute, ordinance, rule, or <br /> regulation to perform work under this Agreement. VENDOR shall promptly notify the <br /> CLIENT of any suspension, revocation, or other detrimental action against its license(s). <br /> 20. Term and Termination. <br /> a. This Agreement shall begin on the Effective Date and remain in effect for a period of 3 <br /> years or until it is terminated by the Company pursuant to the terms of this Agreement. <br /> b. If VENDOR shall, at any time during the Agreement, materially breach any obligation <br /> hereunder and such breach shall not be cured within fifteen (15) days after written notice <br /> from CLIENT to VENDOR specifying the nature of the breach, CLIENT may terminate <br /> this Agreement. <br /> c. If CLIENT shall, at any time during the Agreement, materially breach any obligation <br /> hereunder, and such breach shall not be cured within fifteen (15) days after written notice <br /> from VENDOR to CLIENT specifying the nature of the breach, VENDOR may terminate <br /> this Agreement. <br /> d. This Agreement may be terminated immediately by CLIENT by written notice to VENDOR <br /> upon the occurrence of any of the following: <br /> i. VENDOR's assignment of this Agreement or any right or obligation under this <br /> Agreement, without CLIENT's prior written consent or a change in control or <br /> management of VENDOR that is unacceptable to CLIENT because it materially <br /> impacts the quality of services provided (which must be demonstrated); or if <br /> VENDOR ceases to function as a going concern or to conduct its operations in the <br /> normal course of business; or <br /> ii. if the agreement between CLIENT and is terminated or cancels or limits the scope <br /> of the services to be performed under the PRIME AGREEMENT or an SOW; or <br /> iii. Upon thirty (30) days prior written notice for any reason whatsoever. <br /> e. Upon termination of this Agreement or any SOW by CLIENT for convenience or by <br /> VENDOR because of CLIENT's breach of any term or condition of this Agreement, <br /> L 111ESP 11O <br /> Master Service Agreement Page 14 <br />