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3.10. Marketing Efforts. Client agrees to use best efforts to market FirsTech Services initially by way of <br /> web and IVR announcements, bill inserts, email blasts and storefront signage. FirsTech will assist Client by <br /> providing insight on successful marketing strategies. After implementation and for the term of this Agreement <br /> and any subsequent renewal terms,Client will maintain the following marketing elements for FirsTech Services: <br /> • Web site home page announcement <br /> • IVR system announcements <br /> • Statement inserts—At a minimum of once a quarter <br /> • Statement or a-bill messaging highlighting FirsTech Services <br /> • Any other marketing elements described in a Services Schedule. <br /> 3.11. ACH Transfers. Client grants FirsTech the right to ACH Transfer to and from Client's Bank Account for <br /> obligations owed FirsTech or Client under this Agreement. <br /> 4. Term and Termination <br /> 4.1. Term. This Agreement will commence as of the Effective Date and will continue for an initial term of five(5) <br /> years. The Agreement will automatically renew for additional one(1)year terms, unless one party gives written <br /> notice to the other party of its intent not to so renew this Agreement at least one hundred eighty(180)days <br /> prior to the expiration of such initial term or any such renewal term. <br /> 4.2. Termination. <br /> 4.2.1. Except as provided otherwise or elsewhere in this Agreement,immediate termination of this Agreement <br /> or any applicable Services Schedule may be initiated by the non-breaching party under any of the following <br /> circumstances: <br /> 4.2.1.a.a party neglects or fails to perform any of the covenants,terms or obligations required to be <br /> performed by it under this Agreement or the applicable Services Schedule,and such failure is not <br /> cured within the ninety(90)day period after receiving written notice of the non-breaching party's <br /> intent to terminate this Agreement, provided that the notice specifies the nature of such failure; <br /> 4.2.1.b.any representation or warranty made by a party in this Agreement will prove to have been false or <br /> misleading in any material respect as of the date on or as of which the same was made; <br /> 4.2.1.c.a party ceases permanently to carry on its present business,except as a result of a permitted <br /> assignment pursuant to Section 11.1; <br /> 4.2.1.d.a party makes an assignment for the benefit of creditors;or admits in writing its inability to pay <br /> debts as they mature;or a trustee or receiver of a party,or of any substantial part of such party's <br /> assets, is appointed by any court; or a proceeding is instituted against a party under any provision of <br /> the United States Bankruptcy Code or any other law affecting the rights of creditors and such <br /> proceeding is acquiesced in or is not dismissed within ninety(90)days;or <br /> 4.2.1.e.pursuant to Section 11.4 or 11.9. <br /> 4.2.2. Upon termination of this Agreement or an applicable Services Schedule for any reason,each party will, <br /> upon request, return to the other all Confidential Information, papers,materials,computer programs,data, <br /> and other properties of the other held for purposes of this Agreement or such applicable Services Schedule. <br /> 4.3. Termination Fee. <br /> 4.3.1. If FirsTech terminates this Agreement pursuant to Section 4.2.1 above or if Client terminates this <br /> Agreement for any reason other than pursuant to Section 4.2.1 above,Client will pay to FirsTech a lump- <br /> sum early termination fee equal to the average monthly amount of total Service Fees paid to FirsTech or <br /> collected by FirsTech under all Service Schedules during the six(6) months prior to the date of Client's or <br /> FirsTech's termination notice(or such lesser period as may be applicable if such termination occurs during <br /> the initial six(6)months of the initial term), multiplied by the number of months and any portion of a <br /> month remaining in the then-current term. <br /> 4.3.2. If FirsTech terminates a Services Schedule pursuant to Section 4.2.1 above or if Client terminates a <br /> Services Schedule for any reason other than pursuant to Section 4.2.1 above,Client will pay to FirsTech a <br /> lump-sum early termination fee equal to the average monthly amount of total Service Fees paid to FirsTech <br /> or collected by FirsTech under such Services Schedule during the six(6)months prior to the date of Client's <br /> or FirsTech's termination notice(or such lesser period as may be applicable if such termination occurs <br /> during the initial six(6)months of the initial term),multiplied by the number of months and any portion of <br /> a month remaining in the then-current term. <br /> Master Services Agreement -4- <br />