2022-183-E-IT Dept-Dynamic Quest Inc-Managed service desk 4 addtl mos

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breach this Agreement (as opposed to an Addenda), this Agreement may be terminated upon sixty (60) days’ written notice by Customer to Dynamic Quest and provided that such breach remains uncured by Dynamic Quest during such sixty (60)-day period. A notice of breach of this Agreement from Customer must be in writing and must be sent to notices@dynamicquest.com. In the event of an uncured breach of this Agreement by Dynamic Quest, this Agreement and all active Addenda will terminate. If the Customer terminates any Addenda for reasons other than an uncured breach by Dynamic Quest, the Customer will owe Dynamic Quest for the full remaining amount under that Addenda through the end of its term, including without limitation, all third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor. 34.Dynamic Quest may terminate this Agreement and any Addendum if: (i) Customer fails to pay any fees due in accordance with the terms set forth in this Agreement or any Addendum and such termination shall be immediate; (ii) Customer materially breaches the term of this Agreement or any Addendum, other than failure to pay, and Customer has not taken reasonable steps to remedy such breach within sixty (60) days of Customer receiving written notice from Dynamic Quest of the breach; (iii) immediately if Customer misrepresents the nature of the data or the use of the data; (iv) immediately for any other reason set forth in this Agreement; or (v) immediately if Dynamic Quest reasonably believes that such termination is necessary to protect its other customers. If Dynamic Quest terminates only an Addendum for one (1) or more of the reasons set forth in this paragraph, Customer shall owe Dynamic Quest the full balance through the end of the term on that Addendum, including any third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor, but this Agreement and all other active Addenda shall remain in place and enforceable. If Dynamic Quest terminates this Agreement for one (1) or more of the reasons set forth in this paragraph, all active Addenda shall also terminate, and Customer shall owe Dynamic Quest the full balance through the end of each term on each active Addenda, including any third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor. Dynamic Quest will notify Customer as soon as reasonably practical of any action it takes relating to Customer’s equipment that materially affects Customer’s access to its data. 35.Termination of an Addendum will not terminate this Agreement or any other existing Addendum, and the parties will remain free to enter into any future Addendum pursuant to this Agreement. In addition, termination of an Addendum will not relieve either party of any previously accrued obligations or of any obligations that by their nature are intended to survive termination. In addition to obligations relating to Confidential Information, which survive subject to the terms of Sections 24-31, all payment obligations of Customer shall survive termination. 36.Upon any termination of this Agreement, (i) Customer shall (A) immediately discontinue all use of the Services, the Services documentation, and any Confidential Information of Dynamic Quest, and (B) promptly pay to Dynamic Quest all amounts due and payable to Dynamic Quest hereunder incurred and/or payable at the time of such termination; and (ii) both parties shall (A) delete any of the others party’s Confidential Information from their respective digital storage or any other media including, but not limited to, online and offline libraries; and (B) return to the other party or, at the other party’s option, destroy, all copies of the applicable Services in their possession. 37.In the event of any dispute arising out of or relating to this Agreement or any Addendum, the parties agree to attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. The party initiating a dispute shall give written notice with the details of the potential claim and the parties agree to submit their dispute to mediation within twenty (20) days of receipt of the dispute if not informally resolved in accordance with the first sentence of this Section 37. Mediation must be completed prior to initiating arbitration pursuant to Section 38. Mediation expenses will be shared equally by the parties. 38.Any dispute arising out of or relating to this Agreement or any Addendum which is not settled in a mediation in accordance with Section 37 within a reasonable time will be settled exclusively in a binding arbitration by a single arbitrator. The location of any arbitration proceeding will be in Guilford County, North Carolina. The arbitration will be governed by the Federal Arbitration Act. The arbitrator will be selected, and the arbitration conducted, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), except that the provisions of this Agreement or any Addendum will control over the AAA rules to the extent they are in conflict. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing but will otherwise bear their respective costs incurred in connection with the arbitration except as otherwise provided herein. Depositions will not be allowed, but information may be exchanged by other means. The parties agree to use their best efforts to ensure that the arbitrator is selected promptly and that the arbitration hearing is conducted no later than three (3) months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, Page: 11 of 13 DocuSign Envelope ID: BFF5690F-4716-4836-B8D9-3E84C4C21608DocuSign Envelope ID: 794DFC24-0B3E-4B79-89C7-5EB660107E4B