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N-2025-211 CP CIVICPLUS i SURA^1CF Ui; FILE WORK MAY P ROCEP UNTIL 1NSUPRPICE FX°IRES s1r1f?-zz AUG 2,2FivicPlus Master Services Agreement 6' to This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and (JG� between CivicPlus, LLC ("CivicPlus") and the customer entity identified on the SOW ("Customer"). This Agreement governs the use and provision of any Services purchased by Customer,as described in any signed SOW,and the effective date of this Agreement shall commence on the date of signature of the SOW("Effective Date"). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution by CivicPlus for Customer. CiviePlus and Customer referred to herein individually as"Party"and jointly as"Parties". Recitals I. WHEREAS, CiviePlus is engaged in the business of developing and providing access to proprietary community engagement and government content, workflow, and general management software solutions, platforms and associated services(the"Services");and II. WHEREAS, Customer wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services,as set forth in the SOW,attached hereto as Exhibit A; NOW,THEREFORE,Customer and CivicPlus agree as follows: Agreement Term & Termination 1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Customer, or Services are being provided by CivicPlus to Customer, unless terminated in accordance with this§1 or as otherwise provided in this Agreement(the"Term").Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CiviePlus termination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's nonpayment. Upon termination for Customer's breach, Customer's right to access or use Customer Data immediately ceases,and CivicPlus shall have no obligation to maintain or forward any Customer Data. 2. Upon termination of this Agreement or any SOW for any reason, (a)the licenses granted for such relevant SOW by §I 1 below will terminate and Customer shall cease all use of the CiviePlus Property and Services associated with the terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services,and this Agreement terminates due to material breach of this Agreement by CivicPlus,CivicPlus shall refund Customer a prorated amount of any amount already paid.Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy civicplus.com J 302 South 4!h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233