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termination notice of its intention not to renew the agreement at least forty -five (45) calendar days prior to the termination expiration of the then - current term or unless terminated in accordance with this Agreement. Licensee will be notified by Licensor at least 75 calendar days of a license fee change before renewal of licensee agreement. 10.2 Termination. This Agreement may be terminated as follows: (a) By Licensee. Should a serious defect or flaw in the SCPDC software be discovered that prevents the Licensee from using the system to support Licensee's processing and issuance of permits, Licensee shall notify SCPDC of the issue. SCPDC will have 30 calendar days to resolve the issue. If SCPDC cannot resolve the issue within this stated time period, the contract will terminate on the 31 st day. Also upon written notice to Licensor if any of the following events ( "Termination Events ") occur, (i) Licensor is in material breach of any non - monetary term, condition or provision of Agreement, which breach, if capable of being cured, is not cured within 30 calendar days after Licensee gives SCPDC written notice of such breach; or (ii) Licensor becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. (b) By SCPDC. Upon written notice to Licensee if any of the following events ( "Termination Events ") occur, provided that no such termination will entitle Licensee to a refund of any portion of the License Fee: (i) Licensee fails to pay any undisputed amount due to SCPDC within 30 calendar days after SCPDC gives the Licensee written notice of such non - payment; (ii) Licensee is in material breach of any non - monetary term, condition or provision of Agreement, which breach, if capable of being cured, is not cured within 30 calendar days after SCPDC gives Licensee written notice of such breach; or (iii) Licensee becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes; or (iv) SCPDC elects to refund Licensee's fees. 10.3 EFFECT OF TERMINATION. If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this Agreement will not affect the provisions regarding Licensee's or SCPDC's treatment of Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming SCPDC's liability, which provisions will survive termination of this Agreement. Within fourteen (14) calendar days after the date of termination or discontinuance of this Agreement for any reason whatsoever, Licensee shall return any copies of the SCPDC Software, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof, and any other Confidential Information in its possession. Upon termination of this Agreement, Licensee shall cause the SCPDC Software to be removed from all computer units, including desktops and laptops, in the Licensee's office(s) and from the computer units of third party contractors performing work for Licensee. Licensee shall furnish SCPDC with a certificate signed by the City Manager verifying that these measures have been taken. 10.4 In the event of the termination or nonrenewal of this agreement, SPCDC warrants that the information and images stored by SPCDC as a result of Licensee's use of the Software will be E