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DocuSign Envelope ID: B8D6444B-B1B2-4BDD-gA42-5D5574B3927B
<br />gives written notice at least sixty (60) days prior to the end of the initial term, or any renewal term, of its intention to terminate any of the Subscription Services. The pricing
<br />for the first twelve (12) months of any renewal term shall be provided by Company to Client in writing no less than sixty (60) days prior to the end of the initial term or any
<br />renewal term. The initial term and renewal term(s) are collectively referred to as the Subscription Services Term,
<br />9.3 Termination. Either party may terminate the Agreement including all Ordering Documents executed thereunder immediately upon written notice (i) in the event that
<br />the other party commits a non -remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of
<br />cure acceptable to the non -breaching party within thirty (30) days of being notified in writing of such breach; or (ii) in the event of institution of bankruptcy, receivership,
<br />insolvency, reorganization, or other similar proceedings by or against the other party under any section or chapter of the United States Bankruptcy Code, as amended, or
<br />under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within thirty (30) calendar days after
<br />they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the
<br />institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code,
<br />9.4 Partial Termination. Where a party has rights to terminate, the non -breaching party may at its discretion either terminale the entire Agreement or the applicable
<br />Ordering Documents. Ordering Documents that are not terminated shall continue in full force and effect under the terms of this Agreement.
<br />9.5 Effect of Termination. Following termination of this Agreement (for whatever reason provided for under the Agreement), Client shall certify that Client has returned
<br />or destroyed all copies of the Subscription Services, Confidential Information and Intellectual Property of Company and all materials or documents relating to the Subscription
<br />Services in any format and residing on any media. Client acknowledges that its rights to use the same are relinquished, Company has no obligation to retain Client Data
<br />after three months following the expiration or termination of Subscription Services; however, Company shall provide Client Data to Client, upon reasonable request and
<br />during Company's normal business hours, for no additional fee during these three months, after which additional fees may be incurred.
<br />Termination for any reason shall not excuse Client's obligation to pay In full any and all amounts due or that become due through such termination or that arise under
<br />Section 10.19, nor shall termination result in a refund of fees paid, except as expressly provided otherwise in this Agreement
<br />Upon termination for any reason of a Professional Services engagement, all work product, including all drafts and works in progress of deliverables shall be delivered to
<br />Client Upon its receipt of a notice of termination, Company shall cease and shall cause any agent or subcontractor to cease all work under the applicable Ordering
<br />Documents and minimize any additional costs or reimbursable expenses unless otherwise directed in writing by Client. Except as may be expressly selforth in the applicable
<br />Ordering Documents, Client shall pay Company's fees for services performed to the dale of termination on a T&M basis together with any expenses reasonably incurred in
<br />connection therewith.
<br />10. GENERAL PROVISIONS
<br />10.1 Suspension. Company will be entitled to suspend any or all Subscription Services and Professional Services (i) immediately in the event Client is in breach of
<br />Section 2.3, above, or (ii) upon thirty (30) days' written notice to Client in the event Client is otherwise in breach of this Agreement. Company may impose an additional
<br />charge to reinstate service following such suspension,
<br />10.2 Force Majeure. Neither party shall incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or
<br />failure to perform any part of this Agreement (except for payment obligations) to the extent caused, by events, occurrences, or causes beyond the control and without any
<br />negligence on the part of the party seeking protection under this subsection, Such events may include, but are not limited to acts of Gad, strikes, lockouts, riots, acts of war,
<br />terrorism, earthquake, fire, or explosions. Dales by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due
<br />to any delay so caused.
<br />10.3 Subcontractors. Company may subcontract or delegate Subscription and/or Professional Services to any third party without Client's prior written consent, provided
<br />that Company shall remain responsible to Client for any services for which it subcontracts or delegates.
<br />10.4 Assignment. Company may assign this Agreement and any or all of its rights and obligations herein without Client's approval. Client may not assign or transfer this
<br />Agreement without Company's prior written consent.
<br />10.5 Non -solicitation. During the term of this Agreement and for a period of one (1) year following its termination, neither party will solicit for employment directly or
<br />through other parties, without the other party's written permission, any individual employed by the other party, provided however that the solicitation or hiring of individuals
<br />responding to general public marketing and recruiting advertisements and events shall not be a violation of this provision; only active, targeted solicitation is prohibited.
<br />10.6 Compliance. Company reserves the right to utilize Client Data to verify compliance with the terms of this Agreement. Company may monitor the usage, performance
<br />and operation of the Subscription Services using electronic, remote and other means and without notice to Client.
<br />10.7 Notices. Any notice required or permitted to be sent under this Agreement (except for invoices and notices related to payment of fees and price increases) shall be
<br />delivered by hand, by overnight courier, or by registered mail, return receipt requested, to the address of the parties first set forth in the Agreement Signature Page or to
<br />such other address of the parties designated in writing in accordance with this subsection.
<br />10.8 Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may
<br />bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.
<br />10.9 Invalidity. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
<br />shall not in any way be affected or impaired.
<br />10.10 No Waiver. No waiver or failure by either party to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions will be
<br />construed to be a waiver of the same on any other occasion or of any other option, right or privilege. Any waiver of the provisions of this Agreement or of a party's rights or
<br />remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of the Agreement or its rights or remedies
<br />at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under the Agreement and shall not in any way affect the validity of the
<br />whole or any part of the Agreement or prejudice such party's right to take subsequent action.
<br />10.11 Entire Agreement. This Agreement, including Ordering Documents and other attachments incorporated by reference, constitutes the parties' entire agreement
<br />relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, proposals, conditions, representations,
<br />warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties, No modification to
<br />the Agreement will be binding unless in writing signed by an authorized representative of each party. All pre-printed or standard terms of any of Client's purchase order or
<br />other business processing document shall have no effect.
<br />10.12 No Third -Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or benefits
<br />on any third party.
<br />10.13 Governing Law and Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its
<br />principles of conflict of laws. Any dispute arising from or relating to the Agreement shall be litigated in the state or federal courts located in Wake County, North Carolina, to
<br />whose exclusive jurisdiction the parties hereby consent.
<br />10.14 Headings and Drafting. The headings In the Agreement shall not be used to construe or interpret the Agreement. The Agreement shall not be construed in favor of
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