Kittitas Harris Professional Services Agreement v1_Final

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6.3 Cancellation, Term and Termination (a) Cancellation of any on-site Professional Services by Organization is allowed for any reason if done in writing more than thirty (30) days in advance of such Professional Services. Organization will be billed for any non-recoverable direct costs incurred by Harris that result from a cancellation by Organization within thirty (30) days or less of scheduled on-site Professional Services. Additionally, Organization hereby acknowledges that cancellation of on-site Professional Services means that such on-site Professional Services will be rescheduled as Harris’ then current schedule permits. Harris is not responsible for any delay in Organization’s project resulting from Organization’s cancellation of Professional Services. If upon Harris’ arrival, the Organization is not adequately prepared or has not completed the assigned tasks for such visit by Harris, then the Project Managers will assess the associated impact on the Project Schedule and further determine if any Professional Services (other than those scheduled) may be accomplished. If an adjustment to the Project Schedule is required and/or additional Professional Services are required because the Organization was not adequately prepared, Harris will provide a Change Order to the Organization for the additional Professional Services. (b) This Agreement shall commence on the Effective Date and shall terminate on ninety (90) days’ written notice by either party, provided however, that if there remains a Statement of Work after such notice of termination, then this Agreement shall be extended until the Completion of Services applicable to such Statement of Work. For clarity, this Agreement shall terminate on the Completion of Services applicable to the last Statement of Work agreed to by the parties. (c) If the parties do not terminate this Agreement by written notice as contemplated by Section 6.3(b), then this Agreement shall expire on expiry of the Term of the SL&S Agreement, or as otherwise agreed by the parties. (d) If Harris should neglect to perform the Professional Services properly or otherwise fail to comply with the requirements of this Agreement, the Organization must notify Harris in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, Harris must either correct the default at no additional cost to the Organization, or, issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If Harris fails to correct the default, or issue a notice disputing the alleged default, in either case within one hundred and twenty (120) days following receipt of the Default Notice, the Organization may terminate the whole of this Agreement and/or the applicable Statement of Work and in such case the Organization will be responsible for payment to Harris of only that part of the fee earned by Harris for those Professional Services performed up to the time of communication of such notice of termination to Harris. (e) If the Organization should fail to comply with its obligations under this Agreement, Harris must notify the Organization in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, the Organization must correct the default at no additional cost to Harris, or, issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the Organization fails to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, Harris may terminate the whole of this Agreement and/or the applicable Statement of Work, in which case the Organization will be responsible for payment to Harris of only that part of the fee earned by Harris for that part of the Professional Services performed in accordance with the Statement of Work up to the time of communication of such notice of termination to the Organization.