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w. This Agreement shall automatically terminate in the event that the Software License and Services Agreement katerminated. vi If any such modification, change or replacement of the original Third Party Components pursuant to Section 6(f) includes a material price increase with respect to the Hosting Services enabled by such Third Party Components or impairs Customer's ability to utilize such Hosting Services in substantially the same manner as they were utilized prior to the modification, change or replacement, Customer may terminate this Agreement by providing written notice to Smar8Norkm within twenty (20) days after Customer's receipt of notification of such material price increase or discovery of such impairment. 11. Effects of Termination |nthe event oftermination orexpiration ofthis Agreement (a) All rights granted to Customer in this Agreement shall immediately terminate and SmartWorks will immediately cease toperform orprovide the Hosting Services. (b) Customer will pay all amounts due under this Agreement up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to SmartWorks (including court costs, attorney fees, and repossession charges tnthe extent not prohibited by|avv). (c) Customer shall return toSmartVVorksorat Smar8Nmrks' option purge or destroy all copies cfany Confidential Information of8mnr8Norko in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer confirming same within thirty (30)days. (d) Except as otherwise provided in this Agreement, termination ofthis Agreement shall not affect any right of action of either party arising from anything which was done or not done, asthe case may be, prior tnthe termination taking effect. (e) Any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the fo||nvving� an acceleration of all Annual Hosting Fees due for each year of the Initial Term not already invoiced and/or paid, which amount will be due immed[otm|y. This section will not affect GmurtWorks' right to collect any further invoiced amounts for other Professional Service Fees. (f) Conditional upon Customer's payment of all Fees that are due to 8mudVVorko. SmnrtWodkswiU furnish the Customer with a copy of the Data in a format to be mutually agreed upon between the parties in vvhin8 (typically n .osv file). The anticipated services to provide a copy of the Data are one to two days and will be billed otSmmrtVVorko'then current daily rate. Upon receipt ofnotice from Customer confirming receipt ofthe Data, SmartWorkmshall destroy all copies ofthe Data and delete all Data onthe database and anOfficer of Smmr8Norksshall certify the destruction and deletion bothe Customer. Subject toany legal requirement that SmartWorks must retain a copy of the Data, SmartWorks shall not delete the Data for 90 days from the date of termination except: (i) where SmartWorks has provided the Data to Customer pursuant to this Subsection; or (ii) where it has received written instructions from Customer to delete the Data. Following 08days from the date of termination if Customer has not communicated with SmartWorks regarding the Data, SmartWorks shall have the right to delete all Data at any time as either required by law or as determined by SmartWorks in its sole discretion. Notwithstanding the foregoing, Smar8Norka aho|| be permitted to delete all Data without providing notification to Customer and SmartWorks shall not be required to adhere to the time frames detailed above where Smor8Norksiarequired bylaw todelete such Data. 12. Ownership (a) BySnnqrtVVorks SmadWorks its service providers and licensors are and shall at all times remain the owner ofall copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Hosting Services, Software, Dooumerdcdion, and related documentation, mnhsrio|s. logos,en and other support materials provided to the Customer pursuant to the terms of this Agreement. Customer shall acquire N. Harris CvmputerCorpmramon-nonnmnntia| Page eor1e