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DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02
<br /> Once payment has been received, no refunds for Recurring Services Client will ensure that all Client's personnel, vendors, and/or
<br /> are available. subcontractors who may be necessary or appropriate for the successful
<br /> performance of the Services and/or delivery of a Deliverable will, on
<br /> 4. Term,Termination,and Cancellation reasonable notice: (i) be available to assist MCCi Personnel by
<br /> This Agreement will commence on the Effective Date and will be answering business, technical and operational questions and providing
<br /> effective for the longer of(i) a one (1) year period or(ii) the term of requested documents, guidelines and procedures in a timely manner;
<br /> the original Order and will renew automatically for one(1)year periods (ii) participate in the Services as reasonably necessary for performance
<br /> and continue in full force and effect, unless terminated by either Party under an Order; and (iii) be available to assist MCCi with any other
<br /> as set forth below. Termination of this Agreement or any Order activities or tasks required to complete the Services in accordance with
<br /> hereunder may occur upon any of the following: the Order.
<br /> (a) Thirty(30)days after a Parry's receipt of written notice from the
<br /> other Party that this Agreement or the Services, in whole or in 6. MM Personnel
<br /> part under an Order,shall be terminated; or Neither MCCi nor its Personnel (defined below) are or shall be deemed
<br /> (b) Thirty (30) days after a Party notifies the other in writing that to be employees of Client but instead are independent contractors to
<br /> they are in breach or default of this Agreement, unless the Client. MCCi shall be responsible for the compensation of its Personnel,
<br /> breaching Party cures such breach or default within such thirty in addition to any applicable employment taxes, workmen's
<br /> (30)day period; or compensation and any other taxes, insurance or provisions associated
<br /> (c) Fifteen(15)days after the filing of a petition in bankruptcy by or with the engagement of such Personnel.
<br /> against either Party, any insolvency of a Party, any appointment
<br /> of a receiver for such Party,or any assignment for the benefit of In addition, MCCi shall be responsible for all acts or omissions of its
<br /> such Party's creditors (a "Bankruptcy Event"), unless such Personnel. MCCi will not discriminate in the referral or hiring of MCCi
<br /> Party cures such Bankruptcy Event within the fifteen (15) day Personnel on the bases of race, religion, sexual orientation, color, sex,
<br /> period; or age, national origin, disability that does not affect the ability for an
<br /> (d) If Client is a city, county, or other government entity the individual to perform his or her job, or other protected categories as
<br /> following applies: If Client's governing body fails to appropriate required by applicable state,federal,and local laws.
<br /> sufficient funds to make payments due and to become due
<br /> during Client's next fiscal period, Client may, subject to the MCCi may utilize independent subcontractors in satisfying its
<br /> terms herein,the applicable Order as of the last day of the fiscal obligations under this Agreement (collectively with MCQ employees
<br /> period for which appropriations were received (each an "Event "Personnel"). MCCi remain responsible for all acts and omissions of
<br /> of Non-appropriation"). Client agrees to deliver notice of an all Personnel.
<br /> Event of Non-appropriation to MCCi at least 30 days prior to the
<br /> end of Client's then-current fiscal period, or if an Event of Non- Upon receipt of notice from Client that any MCCi Personnel is not
<br /> appropriation has not occurred by that date, promptly upon the suitable, MCCi shall remove such person from the performance of
<br /> occurrence of any such Event of Non-appropriation. If this Services and will provide a qualified replacement as quickly as
<br /> Agreement is terminated following an Event of Non- reasonably possible.
<br /> appropriation, Client agrees(but only to the extent permitted by
<br /> applicable law) that, for a period of one (1) year from the Unless a particular MCCi Personnel member has been identified as a
<br /> effective date of such termination, Client shall not purchase or key resource to the relevant Order, MCCi at its sole discretion may
<br /> otherwise acquire any technology performing functions similar to reassign, if and as necessary, other appropriately qualified MCCi
<br /> those performed by the Recurring Services from a third party. Personnel to the relevant Order as long as such assignment will not
<br /> affect MCCi's fee for the Services defined or ability to satisfy its
<br /> In all events, Client shall be liable for full payment for Services and/or Deliverables.
<br /> Deliverables and reimbursement of MCCi's expenses incurred through
<br /> the effective date of termination. If Client cancels or suspends an Neither Party is a legal representative of the other nor does a Party
<br /> Order, pursuant to this Agreement and only if allowed hereunder, have the authority, either express or implied, to bind or obligate the
<br /> between completed milestones, MCCi will invoice Client for a pro-rated other in any way.
<br /> share of the completed portion of each milestone(s) for Deliverables
<br /> performed through the date of such termination or delay. If Services
<br /> are resumed or Deliverables continued, MCCi will recommence 7. Confidential Information
<br /> invoicing per the applicable Order. Both parties recognize and agree to adhere to North Carolina's public
<br /> records law, set forth at Chapter 132 of the North Carolina General
<br /> S. Working Arrangements Statutes. MCCi agrees to indemnify and hold harmless Client and its
<br /> All Services shall be performed remotely, unless otherwise agreed to officers, employees, and agents from all costs, damagers, and
<br /> by the Parties. If Services are to be performed on Client's premises, expenses incurred in connection with refusing to disclose any
<br /> Client shall provide the following to MCCi Personnel: (i) a suitable and information. The Parties acknowledge that in the course of MCCi
<br /> adequate work environment, including space for work and equipment providing Services for Client hereunder, each may receive Confidential
<br /> for performance of the Services; (ii) access to and use of Client's Information (as defined below) of the other Party. To the extent
<br /> facilities and relevant information, including all necessary software, allowable under the NC Public Records Law, any and all Confidential
<br /> hardware and documentation; (iii) timely assistance in the acquisition, Information in any form or media obtained by a Recipient (defined
<br /> or correction of any hardware or software problems that would affect below)shall be held in confidence and shall not be copied, reproduced,
<br /> the performance of Services and/or delivery of a Deliverable; and (iv) or disclosed to third parties for any purpose whatsoever except as
<br /> any other items set forth in the applicable Order. necessary in connection with the performance hereunder. Each
<br /> Recipient further acknowledges that it shall not use such Confidential
<br /> Information for any purposes other than in connection with the
<br /> Last updated: August 2021 MCCi MSA Page 2 of 7
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