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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 Maieure . 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 /> ••: M tyler <br /> 8 <br />