2022-167-E-Solid Waste-Routeware Inc. DBA ReCollect Systems Inc-Recollect Platform

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Customer:Orange County, NC ReC211341755 12.TERMINATION 12.1.Termination.In addition to any other express termination right set forth elsewhere in this Agreement: 12.1.1.ReCollect may terminate this Agreement,effective on written notice to Customer,if Customer fails to pay any amount when due hereunder,and such failure continues more than 60 days after ReCollect's delivery of written notice thereof. 12.1.2.either party may terminate this Agreement,effective on written notice to the other party,if the other party materially breaches this Agreement, and such breach: (a)is incapable of cure; or (b)being capable of cure,remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach. 12.2.Effect of Expiration or Termination.Upon any expiration or termination of this Agreement,except as expressly otherwise provided in this Agreement: (a)all rights,licenses,consents and authorizations granted by either party to the other hereunder will immediately terminate; (b)ReCollect shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i)promptly return to Customer,or at Customer's written request destroy,all documents and tangible materials containing,reflecting,incorporating or based on Customer Data or Customer's Confidential Information; and (ii)erase all Customer Data and Customer's Confidential Information from the ReCollect Systems; (c)Customer shall immediately cease all use of any Services or ReCollect Materials and (i)promptly return to ReCollect,or at ReCollect's written request destroy,all documents and tangible materials containing,reflecting,incorporating or based on any ReCollect Materials or ReCollect's Confidential Information; and (ii)erase all ReCollect Materials and ReCollect's Confidential Information from all computer systems that Customer directly or indirectly controls; (d)notwithstanding anything to the contrary in this Agreement,with respect to information and materials then in its possession or control: (i)the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii)ReCollect may retain Customer Data in its then current state and solely to the extent and for so long as required by applicable Law; (iii)Customer may retain ReCollect Materials in its then current state and solely to the extent and for so long as required by applicable Law; (iv)ReCollect may also retain Customer Data in its backups,archives and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (v)all information and materials described in this Section 12.2(d)will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (e)ReCollect may disable all Customer and User access to the Services and ReCollect Materials; (f)if Customer terminates this Agreement under Section 12.1.2,Customer will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and ReCollect will refund to Customer all Fees paid in advance for Services that ReCollect has not performed as of the effective date of termination; and (g)if ReCollect terminates this Agreement under Section 12.1.1 or Section 12.1.2,all Fees that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable,and Customer shall pay such Fees,together with all previously-accrued but not yet paid Fees, on receipt of ReCollect's invoice therefor. RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 10 DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57