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<br />CivicPlus <br /> <br />Master Services Agreement <br />(SeeClickFix) <br /> <br />This Master Services Agreement (this “Agreement”) governs Statements of Work (“SOW”) regarding SeeClickFix entered into <br />by and between CivicPlus, LLC (“CivicPlus”) and the client entity identified on the SOW (“Client”). This Agreement governs <br />the use and provision of any Services purchased by Client, as described in any signed SOW, and the effective date of this <br />Agreement shall commence on the date of signature of the SOW (“Effective Date”). If a SOW has not been executed, then the <br />Effective Date shall be determined as the start date of implementation of any software solution or codification services by <br />CivicPlus for Client. CivicPlus and Client referredto herein individually as “Party” and jointly as “Parties”. <br /> <br />Recitals <br /> <br />I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community <br />engagement and government content management software solutions, platforms and associated services (the “Services”); and <br /> <br />II. WHEREAS, Client wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription <br />for the ongoing use of the Services, as set forth in the SOW; <br /> <br />NOW, THEREFORE, Client and CivicPlus agree as follows: <br /> <br />Agreement <br /> <br />Term & Termination <br /> <br />1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is <br />in effect between CivicPlus and Client, or Services are being provided by CivicPlus to Client, unless terminated in accordance <br />with this §1 or as otherwise provided in this Agreement (the “Term”). Either Party may terminate this Agreement or any SOW <br />as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party <br />materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after <br />receiving notice of such breach. A delinquent Client account remaining past due for longer than 90 days is a material breach by <br />Client and is grounds for CivicPlus termination. <br /> <br />2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by §11 <br />below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW <br />and (b) any amounts owed under outstanding invoices or future planned billing for the completed development and <br />implementation of the Client’s Services, as defined in the SOW (“Project Development”), shall immediately become due in full <br />and payable. Sections 7, 8, 10, 14, 15, 18, 29 -31, 39, and 40 will survive any expiration or termination of this Agreement. <br /> <br />3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend access to any Service due to a <br />threat to the technical security or technical integrity of the Services. <br /> <br />Invoicing & Payment Terms <br /> <br />4. Client will pay the amounts owed to CivicPlus for the Project Development, subscription and licensing, and annual hosting, <br />support and maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the <br />applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is