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Page 3 <br /> • <br /> 10 . TERMINATION <br /> Client may terminate this Agreement at anytime after initial <br /> term by giving 30-days written notice to CMS , and in <br /> addition to the provision set forth in the next sentence , <br /> CMS may terminate this Agreemnt by giving 30-days written <br /> notice to Client . In the case of nonpayment, termination is <br /> effective immediately upon the mailing of written notice to <br /> Client , and in the case of nonpayment after 60 days of the <br /> date of invoice, CMS may , at its option, terminate thi.s <br /> contract without notice. In the case of nonpayment, CMS <br /> shall be under no obligation to return to Client, data or <br /> other information in the CMS system until the account has <br /> been paid in full. Notices to either party shall be sent to <br /> the addresses shown on this Agreement. <br /> 11 . MISCELLANEOUS <br /> A. This Agreement contains the entire Agreement between the <br /> parties and supersedes any prior agreements between the <br /> parties with respect to the matters herein. Neither this <br /> Agreement nor any of its terms may be waived , amended , or <br /> modified unless in writing . <br /> B. This Agreement is not assignable by Client without the <br /> written consent of CMS and any attempt to assign any rights , <br /> • duties or obligations arising under this Agreement shall be <br /> void . No one other than Client is authorized to use the <br /> services hereunder , and Client shall be liable and <br /> responsible for any and all usage on Client Number . <br /> C . The foregoing terms and conditions shall prevail <br /> notwithstanding any variance with the terms and conditions <br /> of Client' s order as set forth in Client' s purchase order or <br /> any other instrument covering the services requested from <br /> CMS . <br /> D. This Agreement shall be governed by the laws of the <br /> State of Minnesota. <br /> COORDINATED MANAGEMENT SYSTEMS THE CITY OF ST.ANTHONY <br /> 8401 Wayzata Boulevard 3301 Silver Lake Road <br /> Minneapolis, MN 55426 Minneapolis , MN 55418 <br /> By _ By <br /> Title Title <br /> • Date Date <br />