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<br />thereafter for a period of three (3) years unless sooner terminated pursuant to Section 9.2 or
<br />Section 9.3 (the “Initial Term”), and shall automatically renew for additional one (1) year terms
<br />(each a “Subsequent Term” and together with the Initial Term, the “Term”), unless either Party
<br />notifies the other at least ninety (90) days prior to the expiration.
<br />9.2 Either Party may terminate these Terms, effective upon written notice to the other Party (the
<br />“Defaulting Party“) if the Defaulting Party:
<br />(a)Materially breaches these Terms, and such breach is incapable of cure, or with respect to a
<br />material breach capable of cure, the Defaulting Party does not cure such breach within
<br />thirty (30) days after receipt of written notice of such breach.
<br />(b)Becomes insolvent or admits its inability to pay its debts generally as they become due.
<br />(c)Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or
<br />foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is
<br />not dismissed or vacated within forty-five (45) days after filing.
<br />(d)Is dissolved or liquidated or takes any corporate action for such purpose.
<br />(e)Makes a general assignment for the benefit of creditors.
<br />(f)Has a receiver, trustee, custodian, or similar agent appointed by order of any court of
<br />competent jurisdiction to take charge of or sell any material portion of its property or
<br />business.
<br /> 9.3 Notwithstanding anything to the contrary in Section 9.2(a), Service Provider may terminate these
<br />Terms before the expiration of these Terms on written notice if Client fails to pay any amount when
<br />due hereunder and such failure continues for ten (10) days after Client’s receipt of written notice of
<br />nonpayment.
<br />9.4 Termination for Non-Appropriation. After the first full year of this Agreement, Customer may
<br /> terminate this Agreement if it does not appropriate funds to continue this Agreement in a future fiscal
<br /> year. To invoke termination under this Section, the Customer’s staff responsible for the management
<br />of this Agreement must use good faith efforts to secure the appropriate funds for the next year’s fees,
<br /> and provide written notice of the non-appropriation 90 days before the anniversary of the Effective
<br />Date. Customer may not terminate for non-appropriation if it acquires similar products or services or
<br />requests a proposal for similar products or services.
<br /> 9.5 In the event these Terms are terminated prior to the end of the Term, Client shall within ten (10)
<br />days after the effective date of termination, refund to Service Provider any costs or expenses paid
<br />by the Service Provider as of the date of termination for the Service, plus the fees for such Service
<br />up to and including the date of termination on a pro-rated basis based on the percentage of
<br />completed Services.
<br /> 9.6 The rights and obligations of the Parties set forth in Section 5 and in Sections 7, 8, 9.4, 9.5, 10, 23
<br /> and 24, and any right or obligation of the Parties in these Terms which, by their nature, should survive
<br />termination or expiration of these Terms, will survive any such termination or expiration of these
<br />Terms.
<br />10.Indemnification.
<br />10.1 Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors,
<br />employees, agents, successors, and permitted assigns from and against all losses arising out of or
<br />resulting from:
<br />(a)bodily injury, death of any person, or damage to real or tangible, personal property
<br />resulting from the willful, fraudulent, or negligent acts or omissions of Service Provider
<br />or Service Provider Personnel; and
<br />(b)Service Provider’s breach of any representation, warranty, or obligation of Service
<br />Provider set forth in these Terms.
<br /> 10.2 Client shall defend, indemnify, and hold harmless Service Provider and its officers, directors,
<br />employees, agents, successors, and permitted assigns from and against all Losses arising out of
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