|
<br />03152021 4
<br />Indemnitor in respect to such suit or proceeding, (ii) the Indemnitor controls any negotiations or defense and the
<br />Indemnitee assists the Indemnitor as reasonably required by the Indemnitor, and (iii) the Indemnitee takes all
<br />reasonable steps to mitigate any potential damages that may result.
<br />
<br />11. Term and Termination.
<br />a. Services under this Agreement shall be provided for the initial Services Term set forth in the ordering SOS. Unless
<br />CI receives written notice from Customer at least sixty (60) days prior to the expiration of the then current Services
<br />Term, the SOS and related Services shall automatically renew for successive renewal Services Terms of one (1)
<br />year each. The initial term of the Services and any renewal term thereof are, herein, the “Services Term”. Upon
<br />expiration or earlier termination of the Services Term, (i) if CI Services, all obligations of CI to perform and deliver,
<br />and all rights of Customer to receive, the CI Services, including the CI Services listed on the ordering SOS, shall
<br />end, (ii) if CI Products, all rights of Customer to access and use, and all obligations of CI to enable and provide, the
<br />CI Products, including the CI Products listed in the ordering SOS, shall end, and (iii) if no ordering SOS is then in
<br />effect, the term of this Agreement shall contemporaneously terminate or expire, as applicable.
<br />b. If either party breaches a material term of the Agreement and fails to cure the breach within thirty (30) calendar
<br />days of delivery by the non-breaching party of written notice of breach and demand for cure thereof, then the
<br />breaching party is in default and the non-breaching party may without further notice to the breaching party
<br />immediately terminate the then current SOS. If CI terminates the SOS and related Services Term as specified in
<br />the immediately preceding sentence, Customer shall pay to CI all accrued but unpaid fees, if any, for the period
<br />prior to the effective date of termination, plus, as a non-exclusive remedy, an amount equal to the fees payable for
<br />the balance of the then current Services Term following the termination date as liquidated damages. In addition to
<br />the foregoing, any then current SOS will automatically terminate in the event of a Termination Event.
<br />c. In addition, CI may immediately suspend the Services under the ordering SOS, including without limitation and if
<br />applicable, Customer’s passwords, account and access to and use of the CI Products (i) if Customer fails to pay CI
<br />as required under this Agreement and fails to cure the non-payment within the first ten (10) calendar days of the
<br />above-noted 30-day cure period, or (ii) if Customer violates any provision of Sections 4, 5 or 13 hereof. Any
<br />suspension by CI of the Services under this Section 11.c. shall not excuse Customer from its continuing obligation
<br />to make payment(s) under the ordering SOS.
<br />d. Sections 1, 5, 6, 9, 10 and 12 - 16 shall survive termination or expiration of this Agreement.
<br />
<br />12. Fees, Expenses, Taxes and Invoicing.
<br />a. Customer shall pay the fees for the Services ordered as set forth in the ordering SOS. All fees due under this
<br />Agreement are non-cancelable and payments thereof are non-refundable. Customer shall reimburse CI for actual
<br />and reasonable expenses incurred by CI in performing the Services (i) only on a pass-through basis without markup,
<br />and (ii) only if preapproved by Customer in the ordering SOS or similar writing. Fees and expenses, if any, listed in
<br />a SOS are exclusive of taxes. Customer is responsible for payment of any sales, value-added or similar taxes
<br />imposed by applicable law for the Services ordered by Customer, except for taxes based on CI’s income.
<br />b. Commencing the initial renewal Services Term (if any) and on an annual basis thereafter, all fees shall be subject
<br />to adjustment, in CI’s sole reasonable discretion, in an amount not to exceed the greater of (i) the 10-year breakeven
<br />inflation rate or (ii) 5%. CI shall notify Customer of all fee adjustments at least ninety (90) days prior to the expiration
<br />of the then current Services Term.
<br />c. Unless otherwise specified in the ordering SOS, (i) fees for CI Products are payable in advance on an annual basis,
<br />and (ii) fees for CI Services are payable in arrears on a monthly basis. In each instance payment is due within thirty
<br />(30) calendar days from the invoice date. Late payments shall accrue interest at the lesser of (i) 12% per annum,
<br />and (ii) the highest statutory rate, from the payment due date until paid in full. In the event of Customer’s termination
<br />of a SOS for any reason prior to expiration of its stated Services Term, CI shall be entitled to receive, and Customer
<br />shall pay on demand, as an early termination fee and not a penalty, the Termination Fee. In the event Customer’s
<br />past due account is submitted to an attorney or collections service for recovery, CI shall be entitled to recover the
<br />cost of collection, including reasonable attorneys’ fees, in addition to all past due amounts. The rights and remedies
<br />set forth in this Section 12 are in addition to any other legal, equitable and contractual rights and remedies available
<br />to CI.
<br />
<br />13. Confidentiality; Security.
<br />a. The receiving party will use Confidential Information of the disclosing party solely for the purposes of performing its
<br />obligations under the Agreement. The receiving party will not disclose or make Confidential Information of the
<br />disclosing party available to any third party, except as specifically authorized by the disclosing party in writing. Upon
<br />the disclosing party’s written request, the receiving party will promptly return to the disclosing party all of its
<br />Confidential Information, or certify in writing signed by an authorized representative that it has destroyed all such
<br />materials; provided that, in no event will the receiving party be obligated or required to amend, modify or destroy
<br />back up media and systems maintained in the ordinary course of business and designed in a manner to prevent
<br />the unauthorized access to or use of the data stored on such media and systems. Neither party will disclose to the
<br />other party or use in performance of its obligations hereunder any information, data, materials, or documents of a
<br />third party considered confidential or proprietary without the written authorization of such third party. Each party
<br />may disclose Confidential Information of the other party when compelled to do so by law if it provides, where legally
<br />permissible, reasonable prior notice to such other party. In furtherance of the foregoing, CI shall require each of its
|