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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L, BUTLER, CLERK
<br />18.2 Effective Date of Termination for Cause. Termination for cause based upon 18.1(a) above shall be
<br />effective on the 6"' day after Client received the original written notice of breach if cure is not made or if some
<br />interim arrangement has not been reached between the parties (and agreed in writing) during the five (5) day
<br />cure period. Termination for cause based upon 18.1(b) above shall be effective on the 315' day after the
<br />breaching party received the original written notice of breach if cure is not made or if some interim arrangement
<br />has not been reached between the parties (and agreed in writing) during the thirty (30) day cure period;
<br />provided, however, if a breach under 18.1(b) is not subject to cure (e.g., disclosure of a party's Confidential
<br />Information), termination for cause is effective immediately upon the party providing written notice of
<br />termination to the breaching party consistent with the notices provision of this Agreement. Termination for
<br />cause based upon 18.1(c) above shall be effective immediately after the assignment for benefit of creditors
<br />has been made or the filing of a petition for liquidation under bankruptcy or other insolvency laws and such
<br />have not been dismissed, dissolved or the petition lifted or stayed.
<br />18.3 Termination for Lack of Appropriation of Funds. The Client's performance and obligation to pay under
<br />this Agreement is contingent upon a funding appropriation by the Legislature. In the event such appropriation
<br />is not made by the Legislature, Client shall be entitled to terminate this Agreement by providing ESi with written
<br />notice of such lack of appropriation of funding and Client's election to terminate this Agreement. There shall
<br />be no refund by ESi to Client in the event of the termination of this Agreement pursuant to this subsection
<br />18.3.
<br />18.4 Effects of Termination. Termination of this Agreement shall result in the termination of all outstanding
<br />Quotes, Statements of Work and Exhibits, and termination of all outstanding Quotes, Statements of Work and
<br />Exhibits shall result in the termination of this Agreement. Upon termination of this Agreement and/or any
<br />Quotes, Statements of Work and Exhibits for any reason, any amounts owed to ESi under this Agreement or
<br />any Quotes, Statements of Work and Exhibits, regardless of whether not yet due and payable, will be
<br />accelerated and deemed immediately due and payable (including, without limitation, the remaining balance of
<br />unpaid fees for professional services and Travel Expenses). All Subscriptions, including, without limitation,
<br />Services and all Software use and access, granted under this Agreement and all Quotes, Statements of Work
<br />and Exhibits hereto shall immediately terminate upon termination of this Agreement. All Subscriptions,
<br />including, without limitation, Services and all Software use and access, granted pursuant to an applicable
<br />Quotes, Statements of Work and Exhibits shall terminate upon the expiration or termination of the applicable
<br />Quotes, Statements of Work and Exhibits. Upon termination of this Agreement, ESi will immediately cease
<br />performing all Services and terminate Client's and its User access to the Software. ESi shall have no obligation
<br />for retaining or maintaining a copy of any such Client's Information or data from the Software following the
<br />date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information
<br />or (if sooner) the expiration or termination of this Agreement. ESi shall be entitled, without further liability, to
<br />destroy all such Client's Information or data from the Software following the date of expiration or termination
<br />of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or
<br />termination of this Agreement. Notwithstanding the foregoing, in no event shall any Client Confidential
<br />Information, including, without limitation, the Client Data, that is entered into or shared in the Juvare Exchange
<br />be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any
<br />Client Confidential Information, including, without limitation, the Client Data, entered into the Juvare Exchange
<br />is visible and viewable by other Juvare Exchange users and is not secure or held confidential. If Client receives
<br />Hosted Services from ESi, the following termination provisions also apply upon termination of this Agreement
<br />for any reason:
<br />a. Client's access to the Hosted Services (including, without limitation, all access to the hosted
<br />environments and data) shall be suspended;
<br />b. Client shall immediately surrender to ESi any Internet protocol numbers, addresses or ESi-owned
<br />domain names assigned to Client in connection with the Hosted Services delivered hereunder;
<br />c. Unless other arrangements are requested by Client within five (5) days of the effective date of
<br />termination and provided Client has paid all outstanding amounts due to ESi under this Agreement,
<br />for the five (5) day period following the effective date of termination of this Agreement ESi shall
<br />provide Client with access to its data or information within the Hosted Services for Client to download
<br />the Client Data or information; and
<br />d. Any and all Client Data shall be overwritten, erased, encrypted or otherwise rendered unrecognizable
<br />upon the sooner to occur of (i) Client's confirmation that it has downloaded the Client Data or
<br />information, or (ii) expiration of the period of access as set forth in subsection (c) above, or (ii) thirty
<br />(30) days from the effective date of termination of this Agreement.
<br />18.5 Other Termination/Suspension of Services. In addition to all other remedies to which it may be
<br />entitled hereunder, ESi shall have the right, without notice to Client, to immediately suspend the provision of
<br />any and all Software and Services hereunder, including, without limitation, access to the Software and Support
<br />Services, in the event of (i) any breach or threatened breach of this Agreement or any Quotes, Statements of
<br />Work and Exhibits hereto by Client or its Users or contractors, (ii) any requirement or direction by any legal or
<br />regulatory body having jurisdiction over Client, ESi or its suppliers or third parry service providers, or (iii) any
<br />Confidential and Proprietary
<br />Indian River. ESi. EUSA. draft 9-10-24 Page 11 of 20
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