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OPENGOV SOFTWARE SERVICES AGREEMENT <br /> 7.3 Termination. If either party materially breaches any term of this Agreement and fails to cure such breach <br /> within thirty(30)days after notice by the non-breaching party(ten (10) days in the case of non-payment), the non- <br /> breaching party may terminate this Agreement. <br /> 7.4 Effect of Termination. <br /> (a) In General. Upon termination or expiration of this Agreement: (a) Customer shall pay in full for all <br /> Software Services and Professional Services performed up to and including the effective date of termination, (b) <br /> all Software Services provided to Customer hereunder shall immediately terminate; and (c)each party shall return <br /> to the other party or, at the other party's option, destroy all Confidential Information of the other party in its <br /> possession. <br /> (b) Deletion of Customer Data. If Customer requests deletion of its Customer Data in writing prior to the date <br /> of termination or expiration of this Agreement, then OpenGov will permanently and irrevocably delete Customer <br /> Data, excluding any Insights, stored by its cloud hosting provider within ten (10) days of the date of termination or <br /> expiration of this Agreement. Such request must be addressed to "OpenGov Vice President, Customer Success" <br /> at OpenGov's address for notice described at Section 10. <br /> 7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), <br /> Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), <br /> Section 9 (Limitation of Liability)and Section 10(Miscellaneous). <br /> 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER <br /> 8.1 By OpenGov. <br /> (a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to <br /> enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a <br /> professional and workmanlike manner in accordance with the related statement of work and generally prevailing <br /> industry standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and <br /> OpenGov's entire liability will be the re-performance of the applicable services. If OpenGov is unable to re- <br /> perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient <br /> work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety(90) days <br /> of performance of such work in order to receive such warranty remedies. <br /> (b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90) <br /> days, the Software Services will perform in all material respects in accordance with the Documentation. The <br /> foregoing warranty does not apply to any Software Services that have been used in a manner other than as set <br /> forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software <br /> Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in <br /> writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to <br /> repair or replace any nonconforming Software Services so that the affected portion of the Software Services <br /> operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and <br /> refund the pre-paid, unused portion of the Fee for such Software Services. <br /> 8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter into <br /> and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will not <br /> infringe, violate or misappropriate the Intellectual Property Rights of any third party. <br /> 8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE <br /> UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT <br /> MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS <br /> SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER <br /> WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF <br /> MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. <br /> 9. LIMITATION OF LIABILITY <br /> 9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, <br /> CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY <br /> 4 Rev. 2018.01_200701_Decatur <br />