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