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rIEOGOT THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELENIENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORNIED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. Term and Termination. (a) Term. This Agreement shall commence on the Effective Date and remain in effect for the initial term set forth on the Order Form, unless terminated earlier in accordance with this Agreement (tire "Initial Tomi"). Thereafter, this Agreement shall automatically renew for successive twelve (12) month terms (each a ")3cnev al keno" and together with the Initial Term, collectively, the "Jgaf) unless a party delivers to the other party, at least ninety (90) days prior to the expiration of the Initial Term or ilio applicable Renewal Term, written notice of such party's intention to not renew this Agreement, or unless terminated earlier in accordance with this Agreement. (b) Terminatio. (i)c motion by NEOGOV, NEOGOV may suspend the Services or terminate this Agreement immediately In the event of any of the following: (A) Customer fails to pay any amount then due under this Agreement and such failure is not cured within five (5) days following NEOGOV's written notice thoreoF, (B) Customer is in material breach of this Agreement and such breach is not cured within thirty (30) days following NEOGOV's written notice thereof or (C) the Services provided hereunder become illegal orcontrary to any applicable law, rule, regulation, public policy, (ii) TerntlpgEiPn �,y euitomer. Customer may terminate this Agreement immediately if NEOGOV is in material breach of this Agreement and such breach Is not cured within thirty (30) days following Customer's written notice thereof, (c) Mont ofTonnl an tion. (i) CGenera jy. Upon expiration or any termination of this Agreement, Customer shall cease all use. and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts owing to NEOGOV under [his Agreement. (i)) tuttstomer:Data. Upon expiration or any termination of this Agreement, Customer may elect to receive either associated data files from the NEOOOV system or read-only access to such Isles as set forth below. (A) DcliveryoflnstghLa-,L1oFt�s. Upon expiration ortermination ofthis Agreement, in the event that Customer elects to receive Insight data files from the NEOGOV system, NEOGOV shall provide Customer with a dedicated data file in .CSV format, or provide a proprietary and confidential delete of data. Such data files will be comprised of Customer's standard data contained in NEOGOV's Insight Enterprise (IN) system. The structure of the relational database will he specific to the Customer's data and will not be representative of the proprietary NEOGOV database. NEOGOV retains the right to purge such data files from NEOGOV's systems without consent from, or notice to, the Customer after ninety (90) days atter the date of expiration or termination of this Agreement. (B) Read -O -Girl Acncss. In the event that Customerelects to maintain read-only access to such associated data files, Customer shall deliver to NEOGOV written notice of such election within ninety (90) days of the date of expiration or termination date or this Agreement. As consideration for such access, Customer agrees to pay NEOGOV an upfront payment equal to len (10%) of annual recurring Fee in effect at the time of the NEOGOV Page 5 of 13