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10. Term and Termination. (a) Term. Except as the parties may otherwise agree in the Order Form, or unless terminated earlier in accordance with the Agreement: (i) the Initial Term of the Agreement will begin on the Effective Date and end on the Initial Term End Date; (ii) the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non -renewal at least 30 days before the expiration of the then -current term; and pip each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook's then -current pricing schedule published on DebtBook's website and generally appliable to all users of the Services, as provided to Customer at least 60 days before the expiration of the then -current term. (b) Termination. In addition to any other express termination right set forth in the Agreement: (i) DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; (ii) Customer may terminate the Agreement in accordance with the SLA; (iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach; (iv) if (1) Customer is a governmental entity and (2) sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook; or (v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily; to any proceeding under any domestic or foreign bankruptcy or insolvency law. (c) Survival. Only this Section and Section 1(Definitions), Sections 4 through 6 (Fees; Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections B, 9, and 12 (Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement. 11. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee, or representative of the other party. 12. Miscellaneous. (a) Governing Law: Submission to Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding, (b) Entire Agreement: Order of Precedence. The Order Form, any Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) the Order Form (2) the Customer Terms, (3) the Terms & Conditions, and (4) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way.