2026-246-E-Emergency Svc-ESO Solutions-Software Licensing and Support for ESO Patient Care Suite, Billing, and Health Data Exchange

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CONFIDENTIAL ESO ESA v093025 | Customer will be responsible for and will remit (or will promptly reimburse ESO for) all taxes of any kind, including sales, use, duty, customs, withholding, property, value-added, and other similar federal, state or local taxes (other than taxes based on ESO’s income) related to this Agreement. 5.5 Appropriation of Funds. If Customer is a city, county or other government entity, Customer may terminate the Agreement at the end of the Customer’s fiscal term if Customer provides evidence that its governing body did not appropriate sufficient funds for the next fiscal year. Notwithstanding the foregoing, this provision shall not excuse Customer from past payment obligations or other Fees earned and unpaid. 5.6 Usage Monitoring. Customer is solely responsible for its own adherence to volume and use limitations (or tiers) indicated on the applicable Order. ESO may monitor Customer’s use of the Software, and if Customer’s usage exceeds the level indicated in the applicable Order (an “Overage”), Customer shall owe ESO the Fee corresponding to such usage level at a rate no higher than ESO’s then-standard pricing for new customers at an equivalent usage level. ESO may invoice for Overages immediately. 6 TERM AND TERMINATION 6.1 Term. The term of this Agreement (the “Term”) commences on the Effective Date and continues for a period of one year (or any longer period provided in an Order). Thereafter, the Term will renew for successive one-year periods unless written notice is provided at least 60 days prior to the anniversary of the Effective Date. 6.2 Termination for Cause. Either party may terminate this Agreement or any individual Order for the other party’s uncured material breach by providing written notice. The breaching party shall have 30 days from receipt to cure such breach to the reasonable satisfaction of the non-breaching party. 6.3 Either party may elect to terminate the Agreement or an existing Software subscription at the end of the then-current Term by providing no less than 30 days prior written notice. 6.4 Effect of Termination. If Customer terminates this Agreement or any Order as a result of ESO’s material breach, then to the extent Customer prepaid any Fees, ESO shall refund to Customer those prepaid Fees on a pro-rata basis from the date Customer actually ceases use of the Software. Upon termination of this Agreement or any Order, Customer shall cease all use of the Software subject to this Agreement (or the applicable Order, as the case may be) and delete, destroy or return all copies of the Documentation and Licensed Software in its possession or control, except as required by law. Customer shall remain obligated to pay appropriate Fees at ESO’s then-current rates if Customer continues to use or access Software after the termination or expiration of this Agreement. If Customer’s Agreement includes a multi- year discount plan with diminishing discounts, and Customer terminates the Agreement prior to the completion of the discount plan, Customer shall promptly pay ESO’s invoice recouping such discounts for a maximum of two years prior to the date of termination. Termination of this Agreement is without prejudice to any other right or remedy and shall not release a party from any liability. 6.5 Delivery of Data. ESO will provide Customer its Customer Data in a searchable .pdf format upon request made within 60 days of the expiration or termination of this Agreement. Customer acknowledges that ESO has no obligation to retain Customer Data more than 60 days after expiration or termination of this Agreement. 7 REPRESENTATIONS AND WARRANTIES 7.1 Material Performance of Software. After it is fully implemented (and subject to Customer’s adherence to Sections 3.3, 4.1 and 13.4), ESO warrants that the Software will reliably collect, transmit, store and/or permit access to data in compliance with applicable law and industry standards. 7.2 Due Authority. Each party’s execution, delivery and performance of this Agreement and each agreement or instrument contemplated by this Agreement is duly authorized by all necessary corporate or government action. Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E