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terms and conditions, the City will have no rights to the Source Code discussed in this Section. <br />The Source Code will be used for continued use and maintenance of the software only. All <br />intellectual and proprietary rights will continue to remain in Vendor subsequent to the release of <br />the source code or termination of this Software. The parties specifically agree that the Vendor <br />will be deemed to be in breach of its obligations to the City, and the City may terminate this <br />Agreement by written notice to the Vendor if. <br />a) The Vendor is unable, at any time, during the Warranty Period specified in the <br />Master Agreement or this Software License Agreement, to correct any material <br />malfunction, defect or nonconformity in the licensed software which prevents the <br />licensed software from functioning in accordance with the Functional <br />Requirements of the Master Agreement within thirty (30) calendar days after the <br />City's notification to Vendor specifying in reasonable detail in what respects the <br />licensed software fails to conform. <br />b) Vendor becomes insolvent, makes a general assignment for the benefit of <br />creditors, files a voluntary petition of bankruptcy, suffers or permits the <br />appointment of a receiver for its business or assets, becomes subject to any <br />proceeding under any bankruptcy or insolvency law, whether domestic or foreign, <br />or has wound up or liquidated its business voluntarily or otherwise, and the City <br />has compelling reasons to believe that such events will cause the Vendor to fail to <br />meet its warranty or maintenance obligations in the foreseeable future. Vendor <br />becomes insolvent, makes a general assignment for the benefit of creditors, files a <br />voluntary petition of bankruptcy, suffers or permits the appointment of a receiver <br />for its business or assets, becomes subject to any proceeding under any <br />bankruptcy or insolvency law, whether domestic or foreign, or has wound up or <br />liquidated its business voluntarily or otherwise, and City has compelling reasons <br />to believe that such events will cause Vendor to fail to meet its warranty or <br />maintenance obligations in the foreseeable future. <br />c) If the Agreement is terminated during the Warranty Period by City due to a <br />default by Vendor, then in addition to any other remedies at law or in equity <br />available to City, City may elect (i) for Vendor to return payments it received for <br />the Licensed Software within fourteen (14) days of termination, in which case <br />City agrees to return the Licensed Software to Vendor; or (ii) to obtain the release <br />of the Escrow Items, in which case City agrees not to receive a return of payments <br />Vendor has received and City agrees to make payment in full for the Price. If the <br />Agreement is terminated during the Warranty Period by City due to a default by <br />Vendor because of its insolvency, then, in addition to any other remedies at law or <br />in equity available to City, the City may elect for Vendor to return payments it <br />received for the Licensed Software and Software Services or to obtain the release <br />of the source code. In the event of a termination of this Agreement, each party <br />will return to the other party all papers, materials, and other properties of the other <br />party then in its possession. <br />IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL <br />Brazos Technology, Hand Held Ticket Writer System Agreement <br />II