2016-148-E Planning-Health-Tax - Tyler Technologies, Inc. for license/services agreement for EnerGov Implement. of Land Mgmt. CPS

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DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 agreeable action plan to address, a material breach of this Agreement within forty-five (45) days of receiving notice from you under Section 1(3), Dispute Resolution. 2. Lack of Appropriations. Any payments under this Agreement that are due beyond the current fiscal year are conditioned on appropriation of sufficient funds to cover the purposes set forth in this Agreement. This Agreement shall terminate at the start of any fiscal year where you do not appropriate or otherwise make available funds sufficient to purchase, lease, operate, or maintain the products or services set forth in this Agreement. In the event of such non-appropriation,you will make all good faith efforts to provide us with reasonable advance notice of that non-appropriation. 3. Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of ninety(90) days or more. 4. Termination for Convenience. You may terminate this Agreement for your convenience upon thirty(30) days' advance written notice to us. 5. Termination for Change of Control. In the event of a merger, acquisition, or sale of substantially all of our assets, you may terminate this Agreement within one hundred eighty days of the effective date of the change of control event upon thirty(30) days'written notice to our then-current parent. 6. Payment Obligations upon Termination. In the event of termination for cause,you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or undisputed expenses we have incurred, prior to the effective date of termination. Disputed fees will be subject to the dispute resolution process set forth in 1(3). You may dispute fees associated with termination for cause, even if you had not previously submitted them to the invoice provision of Section F(2). In a termination for non-appropriation, or for convenience, Force Majeure, or a change in control, any disputed fees must have been submitted to the invoice dispute process set forth in Section F(2) prior to your notice of termination. In the event of termination for lack of appropriations, no further payment shall be made or due under this Agreement except those due up to and through the last day of service for the current fiscal year. In the event of any other termination hereunder, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or undisputed expenses we have incurred, prior to the effective date of termination. You will not be entitled to a refund or offset of previously paid license and other fees, except that we will issue a pro rata refund of any prepaid but unused annual maintenance fees. For the avoidance of doubt, expenses payable upon termination are those expenses incurred consistent with the provisions of the Invoicing and Payment Policy. Within a reasonable timeframe following termination, we will provide any deliverables you have paid for but not yet received, and we will return any of your electronic data and files in our possession. SECTION H—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE 1. Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s)that the Tyler Software infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment(or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement, as permitted under North Carolina law. You agree to provide us with reasonable assistance, cooperation, and information in ° °, tyler 7