Standard Services Agreement

TEGO DATA SYSTEMS LLC.

STANDARD SERVICES AGREEMENT

 

1. SERVICES. Service Provider shall provide to Customer the services (the “Services“) set out in one or more statements of work to be issued by Customer and accepted by Service Provider (each, a “Statement of Work“). Statements of Work shall be deemed issued and accepted only if signed by the Service Provider Contract Manager and the Customer Contract Manager, appointed pursuant to Section 2.1(a) and Section 3.1, respectively.
2. SERVICE PROVIDER OBLIGATIONS. Service Provider shall:
   1. Designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
      1. A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager“).
      2. A number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the Service Provider Contract Manager, “Provider Representatives“).
   2. Make no changes in Provider Representatives except:
      1. Following notice to Customer.
      2. Upon the resignation, termination, death or disability of an existing Provider Representative.
   3. Maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services. During the Term and for a period of one (1) year thereafter, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records in connection with the provision of the Services; provided that Customer provides Service Provider with at least five (5) days advance written notice of the planned inspection, and any such inspection shall take place during regular business hours.
3. CUSTOMER OBLIGATIONS. Customer shall:
   1. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Customer Contract Manager“), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed.
   2. Require that the Customer Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.
   3. Cooperate with Service Provider in its performance of the Services and provide access to Customer’s premises, employees, contractors, and equipment as required to enable Service Provider to provide the Services.
   4. Take all steps necessary, including obtaining any required licenses or consents, to prevent Customer-caused delays in Service Provider’s provision of the Services.
4. FEES AND EXPENSES.
   1. In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable Statement of Work. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within thirty (30) days of receipt by the Customer of an invoice from Service Provider but in no event more than fourteen (14) days after completion of the Services performed pursuant to the applicable Statement of Work.
   2. Customer shall reimburse Service Provider for all reasonable expenses incurred in accordance with the Statement of Work, within thirty (30) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation.
   3. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
   4. Except for invoiced payments that the Customer has successfully disputed, each Customer payment that is more than five (5) days late shall accrue interest beginning on the date payment is due at a rate the greater of: (i) the prime lending rate offered by Bank of America, N.A., or its successor, plus two percent (2%), or (ii) twelve percent (12%) per annum. If Customer’s payment is more than thirty (30) days late, the rate at which interest shall accrue shall increase to a rate equal to the greater of: (i) the prime lending rate offered by Bank of America, N.A., or its successor, plus six percent (6%), or (ii) eighteen percent (18%) per annum on and after the thirtieth day. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if the Customer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
5. LIMITED WARRANTY AND LIMITATION OF LIABILITY.
   1. Service Provider warrants that it shall perform the Services:
      1. In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
      2. Using personnel of commercially reasonable skill, experience, and qualifications.
      3. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
   2. Service Provider’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
      1. Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.
      2. In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within sixty (60) days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis.
      3. The foregoing remedy shall not be available unless Customer provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Customer.
   3. SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. INTELLECTUAL PROPERTY. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables“) except for any Confidential Information of Customer or customer materials shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
7. CONFIDENTIALITY. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within fourteen (14) days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
   
   If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, directors, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.
8. TERM, TERMINATION, AND SURVIVAL.
   1. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 8.2 or Section 8.3.
   2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party“) if the Defaulting Party:
      1. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach.
      2. Becomes insolvent or admits its inability to pay its debts generally as they become due.
      3. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing.
      4. Is dissolved or liquidated or takes any corporate action for such purpose.
      5. Makes a general assignment for the benefit of creditors.
      6. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
   3. Notwithstanding anything to the contrary in Section 8.2(a), Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for thirty (30) days after Customer’s receipt of written notice of nonpayment; or (b) more than two (2) times in any twelve (12) month period;
   4. The rights and obligations of the Parties set forth in this Section 8.4 and in Sections 4, 5, 6, 7, 9, 10, 11, 11, 12, 13, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, and 26, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. LIMITATION OF LIABILITY.
   1. Disclaimer of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES OR COSTS (INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF SECURITY, LOSS OF PRIVACY, COSTS OF RECREATING LOST DATA, COST OF PROCURING OR TRANSITIONING TO SUBSTITUTE SERVICES, OR LOSS OF USE) RESULTING FROM ANY CLAIM OR CAUSE OF ACTION BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF EITHER OR BOTH OF THEM KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF.
   2. Cap on Direct Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER TO SERVICE PROVIDER FOR THE AFFECTED SERVICES THAT GIVES RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.
   3. Damage to Customer Equipment. SERVICE PROVIDER ASSUMES NO LIABILITY FOR ANY DAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT OR TO OTHER DAMAGES CAUSED BY OR RELATED TO CUSTOMER’S USE OF THE SERVICES RESULTING FROM ANY CAUSE OTHER THAN SERVICE PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT SERVICE PROVIDER IS LIABLE FOR ANY DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY WILL BE LIMITED SOLELY TO THE THEN-CURRENT BOOK VALUE OF THE CUSTOMER’S EQUIPMENT SO DAMAGED. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT SHALL EXTEND TO THE BENEFIT OF SERVICE PROVIDER INDEMNIFIED PARTIES. EACH PARTY IS RESPONSIBLE FOR THE INSURING THE EQUIPMENT AND PROPERTY IT OWNS WITH COVERAGE CONSISTENT WITH INDUSTRY STANDARDS. NEITHER PARTY HAS ANY OBLIGATION TO INSURE THE EQUIPMENT OR PROPERTY OF THE OTHER.
   4. Unauthorized Access or Use. SERVICE PROVIDER SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION, OR LOSS OF ANY DATA OR APPLICATIONS. SERVICE PROVIDER IS NOT RESPONSIBLE FOR ANY DEFECTS OR DAMAGES TO THE CUSTOMER EQUIPMENT, THE SERVICE PROVIDER’S EQUIPMENT, ANY DATA CENTER, OR SERVICES RESULTING FROM (I) CUSTOMER’S, CUSTOMER’S AGENTS’, OR CUSTOMER’S EMPLOYEES’ MISHANDLING, ABUSE, MISUSE, OR ACCIDENT, (II) FORCE MAJEURE, OR (III) CUSTOMER’S USE OR PROVISIONING OF CUSTOMER EQUIPMENT ELECTRICALLY OR MECHANICALLY INCOMPATIBLE WITH SERVICES OR OF INFERIOR QUALITY. UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER BE RESPONSIBLE FOR ANY THIRD-PARTY EQUIPMENT OR THIRD- PARTY SOFTWARE OR DAMAGES THAT ARISE AS A RESULT OF DEFECTS OR ISSUES RELATED TO THE THIRD-PARTY EQUIPMENT OR SOFTWARE.
   5. Service Suspension. Service Provider shall have no liability whatsoever for any damages that Customer may incur as a result of any Service suspension permitted in this Agreement or the Service Level Agreement.
   6. Statute of Limitations. No claim may be asserted by either party against the other party with respect to any event, act or omission for which a claim accrued more than eighteen (18) months prior to such claim being asserted.
10. INSURANCE. During the term of this Agreement, Customer shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited to, commercial general liability in a sums consistent with industry standards with financially sound and reputable insurers. Upon Service Provider’s request, Customer shall provide Service Provider with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in this Agreement. Service Provider shall provide Customer with ten (10) days’ advance written notice in the event of a cancellation or material change in Service Provider’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Service Provider’s insurers and Service Provider.
11. ENTIRE AGREEMENT. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
12. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice“, and with the correlative meaning “Notify“) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.
    

    Notice to Customer:	Company Name Mailing Address City, ST Zip
    	Attention: Email:
    Notice to Service Provider:	Tego Data Systems, LLC Attn: Hatcher Kincheloe PO Box 6488 Raleigh, NC 27628-6488 Email: hkincheloe@tegodata.com

13. SEVERABILITY. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
14. AMENDMENTS. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to and signed by an authorized representative of each Party.
15. WAIVER. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
16. ASSIGNMENT. Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 16 shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider’s assets without Customer’s consent.
17. COST INCREASES. In the event of any change in applicable law, regulation, rule, or order or any other change that materially increases the costs or other terms of delivery of products and services under this agreement, including but not limited to electrical rate increases, Service Provider and Customer agree to negotiate regarding the rates to be charged to Customer to reflect such increased cost. In the event that the parties are unable to reach agreement on the respecting new rates within thirty (30) days after Service Provider’s delivery of written notice requesting negotiation, then Service Provider may pass such increased costs through to the Customer. If such increased cost is passed to the Customer, then Customer may terminate the specific product or service in question or all services without penalty upon ninety (90) days prior written notice, so long as such notice is given within ninety (90) days of the first invoice reflecting the pass through of such increased costs.
18. SUCCESSORS AND ASSIGNS. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
19. RELATIONSHIP OF THE PARTIES. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Customer’s final approval and shall be subject to the Customer’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. NO THIRD-PARTY BENEFICIARIES. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied,confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
21. CHOICE OF LAW. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of North Carolina, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina.
22. CHOICE OF FORUM. Subject to Section 22 of this Agreement, each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum other than the U.S. Federal District Court for the Eastern District of North Carolina, or if such court does not have subject matter jurisdiction, the courts of the State of North Carolina sitting in Wake County, and any appellate court from any thereof. Subject to Section 22 of this Agreement, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the U.S. Federal District Court for Eastern District of North Carolina or, if such court does not have subject matter jurisdiction, the courts of the State of North Carolina sitting in Wake County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
23. DISPUTES AND ARBITRATION. Except with regard to claims arising under Section 7, if a party has a Claim (the “Claimant”) against the other party (the “Respondent”), the Claimant shall give written notice of the Claim together with a summary of the factual basis for the Claim. After notice of the Claim is given, the parties shall negotiate in good faith to resolve the Claim for at least ten (10) days before either party may initiate an arbitration regarding the Claim. Except with regard to claims arising under Section 7, if the Parties are unable to reach agreement after ten (10) days of good faith negotiation, either Party may refer the issue for arbitration by the American Arbitration Association in accordance with its then-applicable rules for the arbitration of commercial disputes, and the arbitration shall be held before a single arbitrator selected in accordance with the rules established under the American Arbitration Association; provided, however, that the parties shall be entitled to reasonable discovery as determined by the arbitrator based upon the facts and monetary amounts in dispute. The arbitration shall be conducted in Wake County, North Carolina, and both parties consent to the exercise of personal jurisdiction over them for purposes of such arbitration.
24. WAIVER OF JURY TRIAL. Each Party acknowledges that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments or appendices attached to this Agreement, or the transactions contemplated hereby.
25. COUNTERPARTS. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
26. FORCE MAJEURE. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to Service Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, OTHER POTENTIAL DISASTER(S) OR CATASTROPHE(S), SUCH AS EPIDEMICS, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party.
    
    The Impacted Party shall give notice within seven (7) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fourteen (14) consecutive days following written notice given by it under this Section 26, the other Party may thereafter terminate this Agreement upon thirty (30) days’ written notice.