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<br />unauthorized release of data not as a result of gross negligence by the Company or any of its <br />employees or contractors. <br /> <br />5 liaison <br /> <br />The Client will designate in writing one Liaison person as the primary contact and one <br />Liaison person as a secondary contact between the Client and the Company. The Liaison will be <br />responsible to: <br /> <br />A. Facilitate data transfer to the Company <br />B. Send additions/deletions to the list of authorized users <br />C. Receive quarterly statements from the Company <br />D. Send requests for service changes to the Company <br /> <br />6 Availability <br /> <br />The Company shall use its best efforts to maintain and operate the Service to accommodate <br />the Client at all times during the term ofthis Agreement. The Company shall not be responsible <br />for the unavailability ofInternet access beyond its control. <br /> <br />7 Pricing and Payment Terms <br /> <br />The Client agrees to pay an annual fee in advance calculated on the anticipated volume of <br />incidents Client expects to process through the Company for a period of one year from the date <br />the Service commences, as set forth on Schedule A to this Agreement. Payment will be due <br />within thirty (30) days of contract signing. <br /> <br />An incident shall be defined as a record from Client's computer-aided dispatch system <br />comprising all call and unit activity associated with one unique incident number. The Company <br />will send a statement to the Client once each calendar quarter to include: <br /> <br />A. The term of the current contract <br />B. The number of incidents received by the Company during that calendar quarter. <br />C. The number of incidents remaining on the contract <br />D. A list of current authorized users and their usage history <br /> <br />In the event that the term of this Agreement is extended beyond one year any overpayment <br />or underpayment from the previous contract based on the number of incidents processed by the <br />Company shall be applied to the contract for the next year. <br /> <br />8 Termination of Service <br /> <br />This Agreement may be terminated by either party by providing written notice thirty (30) <br />days prior to termination to the other party subject to the following conditions: <br /> <br />A. If there is a material breach of the terms of this Agreement by the Company, <br />Client may request that the Service be terminated immediately. If such occurs, <br />then the Company will refund any amounts paid by the Client for unused services <br />based on the number of incidents processed by the Company. If the termination <br />occurs while the Client is in arrears for payment of services, then the Client will <br />