6.  Default

6.01 Default - The following shall constitute a default under this agreement:

• (a) Failure to Pay Invoices or Make Other Payments - Failure to pay any invoice rendered by contractor within ten (10) days after the date of receipt thereof.
• (b) Representation or Warranty Incorrect or Misleading - Any representation or warranty by the client in this agreement or in any certificate or opinion furnished in connection with this agreement shall have proved to be materially incorrect or misleading as of the date when made.
• (c) Bankruptcy - The Client or other related entity; (a) be adjudicated a bankrupt, (b) not pay, or acknowledge in writing its inability to pay, its debts generally as they become due, (c) make an assignment for the benefit of creditors, (d) institute any proceeding seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of client, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator, or similar official for it or for any substantial part of its property, or (f) take any corporate action to authorize or effect any of the foregoing actions set forth in this section.
• (d) Other Acts of Bankruptcy - The appointment, without the application, approval, or consent of the client or other related entity, of a receiver, trustee. Examiner, liquidator, or similar official for the client or other related entity or any substantial part of its property, or a proceeding described in subsection (d) of the preceding section shall be instituted against the client or other related entity, and such appointment continues un-discharged or such proceeding continues un-dismissed or un-stayed for a period of thirty (30) days.

6.02 Remedies Upon Default - Upon the occurrence of any of the items in section 6.01 above, contractor shall have the option of immediately suspending performance under the terms of this agreement until such default is cured. If the default is not cured within thirty days, contractor may terminate this agreement without further liability to client. In such event, client shall remain responsible for the payment of any and all work performed on client's behalf up to the date of the termination of this agreement.

6.03 Entire Agreement - This agreement represents the entire agreement between the client and the contractor and may be changed or modified only in writing.

6.04 Representation - The client represents that it has full power and authority to enter into this agreement and that it is binding upon the client and enforceable in accordance with its terms.

The contractor represents that it has full power and authority to enter into this agreement and that it is binding upon the contractor and enforceable in accordance with its terms.