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Paymentus <br />Material Breach <br />A material breach of this Agreement shall be cured <br />within 90 (ninety) days ("Cure Period") after a <br />party notifies the other of such breach. In the event, <br />such material breach has not been cured within the <br />Cure Period, the non -breaching party can terminate <br />this Agreement by providing the other party with a 30 <br />(thirty) days notice. <br />9.3 Upon Termination <br />Upon termination of this Agreement, the parties agree <br />to cooperate with one another to ensure that all <br />Payments are accounted for and all refundable <br />transactions have been completed. Upon termination, <br />Paymentus shall cease all Services being provided <br />hereunder unless otherwise directed by the Client in <br />writing. <br />10 Public Records Compliance <br />Client is a public agency subject to Chapter 119, <br />Florida Statutes. Payment shall comply with Florida's <br />Public Records Law. Specifically, Paymentus shall: . <br />(1) Keep and maintain public records required by <br />the Client to perform the service. <br />(2) Upon request from the Client's Custodian of <br />Public Records, provide the Client with a <br />copy of the requested records or allow the <br />records to be inspected or copied within a <br />reasonable time at a cost that does not <br />exceed the cost provided in Chapter 119 or <br />as otherwise provided by law. <br />(3) Ensure that public records that are exempt or <br />confidential and exempt from public records <br />disclosure requirements are not disclosed <br />except as authorized by law for the duration <br />of the contract term and following completion <br />of the contract if the contractor does not <br />transfer the records to the Client. <br />Master Services Agreement — Absorbed <br />Confidential & Proprietary <br />(4) Upon completion of the contract, transfer, at <br />no cost, to the Client all public records in <br />possession of Paymentus or keep and <br />maintain public records required by the Client <br />to perform the service. If Paymentus <br />transfers all public records to the Client upon <br />completion of the contract, Paymentus shall <br />destroy any duplicate public records that are <br />exempt or confidential and exempt from <br />public records disclosure requirements. If <br />Paymentus keeps and maintains public <br />records upon completion of the contract, <br />Paymentus shall meet all applicable <br />requirements for retaining public records. All <br />records stored electronically must be <br />provided to the Client, upon request from the <br />Custodian of Public Records, in a format that <br />is compatible with the information technology <br />systems of the Client. <br />IF PAYMENTUS HAS QUESTIONS <br />REGARDING THE APPLICATION <br />OF CHAPTER 119, FLORIDA <br />STATUTES, TO THE PAYMENTUS' <br />DUTY TO PROVIDE PUBLIC <br />RECORDS RELATING TO THIS <br />CONTRACT, CONTACT THE <br />CUSTODIAN OF PUBLIC RECORDS <br />AT: <br />(772) 226-1424 <br />t)ublicrecords(@ircaov.com <br />Office of the County Attorney <br />1801 27th Street <br />Vero Beach, FL 32960 <br />Failure of the Contractor to comply with these <br />requirements shall be a material breach of this <br />Agreement. <br />Page 7 of 8 <br />100205 <br />