OR IS SUBJECT TO A REFUND, VENDOR SHALL
PROMPTLY REFUND THE AMOUNT THEREOF TO CLIENT.
ARTICLE 3
TERM AND TERMINATION
SECTION 3.1
TERM.
THIS AGREEMENT SHALL
COMMENCE AS OF THE EFFECTIVE DATE AND, SUBJECT TO THE TERMINATION PROVISIONS
PROVIDED IN THIS AGREEMENT, SHALL CONTINUE IN EFFECT FOR 12 MONTHS.
THIS
AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF 12 MONTHS UNLESS
(I) EITHER PARTY PROVIDES WRITTEN NOTICE OF ITS INTENT TO TERMINATE THE
AGREEMENT 30 DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM; OR (II) THIS
AGREEMENT HAS BEEN TERMINATED EARLIER BY ONE OR BOTH OF THE PARTIES AS PROVIDED
IN THIS AGREEMENT.
IT BEING UNDERSTOOD THAT IF PROPER NOTIFICATION IS NOT
GIVEN, THE TERM WILL AUTOMATICALLY BE RENEWED FOR ONE YEAR.
VENDOR AND CLIENT WILL MEET QUARTERLY TO DETERMINE APPROPRIATE PROCEDURAL OR
SERVICE CHANGES WHICH NEED TO BE MADE UNDER THIS CONTRACT.
SECTION 3.2
TERMINATION BY CLIENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, CLIENT MAY TERMINATE THIS AGREEMENT AT
ANY TIME FOR ANY REASON BY GIVING NOTICE TO VENDOR IN WRITING AT LEAST 30 DAYS
PRIOR TO THE EFFECTIVE DATE OF TERMINATION.
ARTICLE 9 REFERENCES THE PROCESS BY
WHICH THE TERMINATION WILL OCCUR.
SECTION 3.3
TERMINATION BY VENDOR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, VENDOR MAY TERMINATE THIS AGREEMENT AT
ANY TIME FOR ANY REASON BY GIVING NOTICE TO THE CUSTOMER IN WRITING AT LEAST 30
DAYS PRIOR TO THE EFFECTIVE DATE OF THE TERMINATION.
IF THIS AGREEMENT IS
TERMINATED BY VENDOR, ALL DECONVERSION DATA SHALL BE DELIVERED TO CLIENT AND ALL
DECONVERSION CHARGES WILL BE WAIVED.
ARTICLE 9 REFERENCES THE PROCESS BY WHICH
THE TERMINATION WILL OCCUR.
ARTICLE 4
VENDOR PERSONNEL
SECTION 4.1
VENDOR KEY INDIVIDUAL.
VENDOR
SHALL ASSIGN KEY INDIVIDUALS TO OVERSEE AND MANAGE THE PERFORMANCE OF VENDOR'S
OBLIGATIONS UNDER THIS AGREEMENT AND SHALL SERVE AS VENDOR'S PRIMARY POINT OF
CONTACT WITH CLIENT.
CLIENT WILL BE NOTIFIED REGARDING ANY REPLACEMENT OF KEY
INDIVIDUALS.
THE INITIAL KEY INDIVIDUAL FOR VENDOR IS MICHELLE HAROLD, AND THE
INITIAL KEY INDIVIDUAL FOR CLIENT IS KURT HANSEN.
SECTION 4.2
CLIENT POLICIES.
VENDOR AGREES
TO COMPLY WITH, AND TO REQUIRE ITS REPRESENTATIVES WHO ARE ASSIGNED TO PERFORM
THE SERVICES TO COMPLY WITH CLIENT'S INFORMATION SECURITY POLICIES, GUIDELINES
AND STANDARDS, AS AMENDED FROM TIME TO TIME.
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ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENDOR
Vendor represents, warrants and covenants that:
SECTION 5.1
VENDOR IS VALIDLY ORGANIZED AND
EXISTING UNDER THE LAWS OF ITS STATE OF INCORPORATION AND HAS FULL POWER AND IS
QUALIFIED TO DO BUSINESS AT THE LOCATION(S) WHERE SERVICES ARE PROVIDED, AND HAS
FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, WHICH
CONSTITUTES A LEGAL, VALID AND BINDING AGREEMENT OF VENDOR ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, AND TO PERFORM THE SERVICES DESCRIBED HEREIN.
SECTION 5.2
THIS AGREEMENT DOES NOT
CONFLICT, BREACH OR CAUSE A MATERIAL DEFAULT OF ITS ORGANIZATIONAL DOCUMENTS OR
ANY AGREEMENTS OR OTHER OBLIGATIONS TO WHICH IT IS A PARTY.
SECTION 5.3
VENDOR IS AND AT ALL TIMES
DURING THE TERM OF THIS AGREEMENT WILL BE