2023-248-E-IT Deptartment-Social Solutions Global-5 additional licenses Case Mgmt software

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4 SaaS Services Term. The initial term of each of the SaaS Services is specified in the Order Form (“Initial Term”) and automatically renews shall may be renewed by written amendment for the same length as the Initial Term or for a great or lesser Term upon the mutual written agreement of the parties. Either party shall give written notice 45 90 days prior to the end of the Initial Term, or any renewal term (“Renewal Term”), of its intention to terminate the Order Form. The Initial Term and any Renewal Term, combined, are referred to as the “Term”. The SaaS Services may not be terminated in whole or in part during the Initial Term or any Renewal Term, except as set forth in Section 11.3. 8. Section 11.3 Termination. Section 11.3 is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): Termination. Either party may terminate the Agreement, and any Order Forms subject to the Agreement, immediately upon written notice at any time if: (i) the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section 5 which will have only a 10 day cure period; (iii) the other party ceases business operations; (iv) the other party becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after commencement of one of the foregoing events); or (v) in the event Client—a public entity dependent upon receiving public funding for the performance of its operations: (a) does not receive, (b) is not appropriated, or (c) otherwise experiences or is notified of a reduction in Client’s funding, Client shall have the option to terminate this Agreement and Order Form(s) solely on the basis of lack of reduction of funding on an annual basis. Client’s written notice of termination on the basis of subsection (v) of this Section 11.3 shall include appropriate documentation reasonably satisfactory to SSG demonstrating that funding has been or will be reduced or is no longer available for Client’s to fulfill its obligations under this Agreement. Where a party has rights to terminate, that party may at its discretion either terminate the entire Agreement or the applicable Order. In such case, Order Forms that are not terminated will continue in full force and effect under the terms of this Agreement. 9. Section 12.2 Force Majeure. Section 12.2 is hereby modified as follows (additions are represented by underline and deletions are represented by strikethrough): “Any party hereto will be excused from performance (except payment obligations, provided SSG is able to continue services during the Force Majeure event) under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. Either party may terminate this Agreement without penalty if a Force Majeure event prevents either party from its performance obligations under the terms of this Agreement for a consecutive period of time exceeding ninety (90) or more days.” 10. Section 12.9. Governing Law and Dispute Resolution. Section 12.9 is hereby deleted in its entirety and replaced with the following: “This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement, SSG affirms that SSG and any subcontractors of SSG are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement SSG certifies that SSG has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement SSG certifies that SSG has not been identified and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468