Kittitas Harris SLS Agreement v1_Final

Home Browse Search

CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 15 of 41 11.1 Changes. Harris may, in its sole discretion, make changes to the Cayenta Offerings, and the Documentation and use of Third-Party Products that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Cayenta Offerings to its customers; (ii) the competitive strength of or market for the Cayenta Offerings; or (iii) the Cayenta Offerings’ cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Cayenta Offerings. The parties will cooperate in good faith to execute Change Orders in respect of requested changes, and will not unreasonably withhold review or approval of such proposed changes. If either party causes or requests a change in the allocation of the resources of Harris applied to a task, changes in completion schedules for individual tasks or for overall change implementation, and changes in staffing that require Harris to provide additional work hours, Harris may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing any associated Professional Services). Any disputes regarding such changes shall be handled initially by discussions between the parties which will be convened in good faith to resolve matters in dispute. ARTICLE XII SUSPENSION AND TERMINATION 12.1 Suspension. Notwithstanding anything to the contrary in this Agreement, Harris may temporarily suspend Organization's and any Authorized User's access to any portion of or to all of the Cayenta Offerings if (a) Harris reasonably determines that (i) there is a threat or attack on any of the Protected IP; (ii) Organization's or any User's use of the Protected IP disrupts or poses a security risk to the Protected IP or to any other customer or vendor of Harris (whether knowingly or unknowingly); (iii) the Organization’s use of the Cayenta Offerings could subject Harris, its service providers or their respective affiliates to liability; (iv) Organization, or any User, is using the Cayenta Offerings for fraudulent or illegal activities; (v) Organization or any User is in breach of this Agreement; or (vi) Harris' provision of the Cayenta Offerings to Organization or any User is prohibited by applicable law; (b) any vendor of Harris has suspended or terminated Harris' access to or use of any Third-Party Products required to enable Organization to access the Cayenta Offerings; or (c) in accordance with Section 12.3 for failure to pay. Any suspension described in subclause (a), (b), or (c), is referred to as a “Service Suspension”. Harris shall use commercially reasonable efforts to provide written notice of any Service Suspension to Organization and to provide updates regarding resumption of access to the Cayenta Offerings following any Service Suspension. Harris shall use commercially reasonable efforts to resume providing access to the Cayenta Offerings as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Harris will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Organization may incur as a result of a Service Suspension. Concurrently with a Service Suspension, Harris may deliver a Default Notice and terminate this Agreement in accordance with Section 12.2 below if the event giving rise to the Service Suspension is not cured. Organization remains responsible for all Fees incurred during a Service Suspension. 12.2 Termination for Material Breach. If either party believes that the other party is in material