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-11 - <br />(a)by ClearRisk pursuant to Section 15.1(a), such termination shall not prevent ClearRisk from collecting from <br />Client any amounts or payments owing that accrued prior to termination and Client will also be obligated to <br />pay to ClearRisk unpaid Fees covering the remainder of the then-current Term; <br />(b)by Client pursuant to Section 15.1(a), such termination shall not relieve Client of any obligations that have <br />accrued as of the date of such termination, including, without limitation, any sums or payments then due; <br />(c)for any reason, each Party shall return to the other Party all copies of the other Party’s Confidential <br />Information in its possession or control. <br />15.3 Data Provided Upon Termination. Upon the termination of this Agreement for any reason, ClearRisk shall, <br />if requested by Client within 30 days of the effective termination date, backup Client’s Client Data and <br />provide electronic copies of such Client Data through a ClearRisk provided FTP folder to Client. All data <br />will be uniquely identified for efficient processing. Client Data will be provided as follows: <br />●Text data in CSV format with appropriate titles and column headers; <br />●Notes and file attachments in their native format provided in .zip folder; and <br />●Once data is accepted by Client, ClearRisk will delete all data from existing servers and <br />provide confirmation to Client. <br />After such 30-day period, ClearRisk will have no obligation to maintain or provide any Client Data, and will <br />thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, <br />unless legally prohibited. Once Client Data has been provided to Client as described above, ClearRisk will <br />have no further responsibility to Client. <br />15.4 Suspension of Access to the ClearRisk Service. In addition to any termination rights of ClearRisk pursuant <br />to this Agreement, extraordinary circumstances may require ClearRisk to suspend or terminate (where <br />appropriate), as determined in ClearRisk’s reasonable discretion, Client’s access to and/or us e of, or <br />otherwise modify, the ClearRisk Service in order to: (a) prevent material damages to, or material <br />degradation of the integrity of, ClearRisk’s or its provider’s Internet network; or (b) comply with any law, <br />regulation, court order, or other governmental order. ClearRisk will notify Client of such suspension or <br />termination action as far in advance of such suspension or termination as reasonably possible, and if such <br />advance notice is not possible, then as soon as possible after such suspension or termination. In the event <br />of a suspension, ClearRisk will limit such suspension to that which is minimally required and will promptly <br />restore Client’s access to the ClearRisk Service as soon as the event giving ri se to the suspension has <br />been addressed (including by Client agreeing to accept the risks associated with such suspension) or <br />resolved. Unless caused by a breach of this Agreement by Client: (i) all Subscription Fees related to the <br />use of the ClearRisk Service or other suspended services shall be waived for the duration of the suspension <br />and any such waived Subscription Fees which have been pre -paid shall be refunded to Client; and (ii) in <br />the event of a termination in connection with this Section 15.4, Cli ent shall receive a refund of any and all <br />prepaid Subscription Fees applicable to the remainder of the then-current Term. <br />16.Miscellaneous <br />16.1 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of <br />its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking <br />this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, <br />acts of God, telecommunications outage not caused by the obligated Party, epidemics, pandemics or other <br />similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time <br />for performance will be extended for the period of delay or inability to perform due to such occurrence; <br />provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected <br />duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the <br />cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant developments; and <br />DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5