NEIGHBORLY SOFTWARE (BENEVATE, INC.)

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Benevate Inc. SAAS Subscription Agreement appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient shall produce only such Confidential Information as is required by the court order or governmental action. c. Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing. e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. 5. PAYMENT OF FEES a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the fees will be sent to the Customer immediately following the Effective Date and is due within thirty (30) days from the date of the invoice. The total sum to be expended by Customer for fees shall not exceed $14,400. Fees include contemplating payment for invoices for Services incurred from May 12, 2022 through the Effective Date of this Agreement. The parties were operating under a prior agreement, Agreement No. A-2020-05-05, and applicable addenda Nos. A-2020-085-05-01, A-2020-085-05-02, and A-2020-085-05-03, from May 12, 2020 through May 11, 2022. Company continued to provide Services to Customer after May 11, 2022 with the agreement of Customer. b. Suspension of Service for Late Payments. If the Customer fails to pay any invoice in full within thirty (30) days from the due date, the Company shall have the right to suspend the Services until payment is received. Suspension of Services in accordance with this subsection shall not be deemed a breach of this Agreement. c. Addition of Users. During the Initial Service Term, the Customer may add additional Users based on the pricing stated in the Order Form on a pro rata basis. d. Additional Programs. Additional programs will be charged at the Company's then -current rates. e. Additional Implementation Fees. Implementation costs are based on a 6-8-week implementation period (for up to four (4) programs). Customer agrees to allocate the time and personnel necessary to complete implementation during this period. Unless the Parties agree to an alternative schedule, in writing, implementations extending beyond the allocated eight (8) weeks will be subject to a weekly charge of $500.00 per additional week. e. Fee Adjustments. Company reserves the right to adjust the fees listed in the Order Form at the end of the Initial Service Term or then -current renewal term. Notice of any fee adjustment will be provided to the Customer via an invoice (via e-mail) based on the Company's then -current pricing, sixty (60) days prior to end of the Initial Service Term or then -current renewal term. g. Taxes. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt entity, you agree to provide Company with a tax-exempt certificate. Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will reimburse Company for such taxes (this excludes Company's income taxes, both federal and state, as applicable, arising from Company's performance of this Agreement). h. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non - appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations hereunder, as of the last day for which funds have been appropriated. The Customer shall immediately notify the Company in writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this Agreement. M