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19 <br /> SECTION F—TERM AND TERMINATION <br /> 1. Term. The initial term of this Agreement is equal to the number of years indicated for SaaS Services <br /> in Exhibit A, commencing on September 1, 2025, unless earlier terminated as set forth below. If no <br /> duration is indicated in Exhibit A,the initial term is one (1) year. Upon expiration of the initial term, <br /> this Agreement will renew automatically for additional one (1)year renewal terms at our then- <br /> current SaaS Fees unless terminated in writing by either party at least sixty(60) days prior to the end <br /> of the then-current renewal term. Your right to access or use the Tyler Software and the SaaS <br /> Services will terminate at the end of this Agreement. <br /> 2. Termination. This Agreement may be terminated as set forth below. In the event of termination, <br /> you will pay us for all undisputed fees and expenses related to the software, products, and/or <br /> services you have received, or we have incurred or delivered, prior to the effective date of <br /> termination. Disputed fees and expenses in all terminations other than your termination for cause <br /> must have been submitted as invoice disputes in accordance with Section E(2). <br /> 2.1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is <br /> contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees,we <br /> may discontinue the SaaS Services and deny your access to the Tyler Software. We may also <br /> terminate this Agreement if you don't cure such failure to pay within forty-five (45) days of <br /> receiving written notice of our intent to terminate. <br /> 2.2 For Cause. If you believe we have materially breached this Agreement,you will invoke the <br /> Dispute Resolution clause set forth in Section H(3). You may terminate this Agreement for cause <br /> in the event we do not cure, or create a mutually agreeable action plan to address, a material <br /> breach of this Agreement within the thirty(30) day window set forth in Section H(3). <br /> 2.3 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event <br /> suspends performance of the SaaS Services for a period of forty-five (45) days or more. <br /> 2.4 Lack of Appropriations. If you should not appropriate or otherwise make available funds <br /> sufficient to utilize the SaaS Services,you may unilaterally terminate this Agreement upon thirty <br /> (30) days written notice to us. You will not be entitled to a refund or offset of previously paid, <br /> but unused SaaS Fees. You agree not to use termination for lack of appropriations as a <br /> substitute for termination for convenience. <br /> SECTION G—INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE <br /> 1. Intellectual Property Infringement Indemnification. <br /> 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation <br /> infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, <br /> and will pay the amount of any resulting adverse final judgment (or settlement to which we <br /> consent). You must notify us promptly in writing of the claim and give us sole control over its <br /> defense or settlement. You agree to provide us with reasonable assistance, cooperation, and <br /> information in defending the claim at our expense. <br /> •0 tyler <br /> .,.. <br /> 8 <br />