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� �nAoSMART W <<it3v:. SMARTGov Community® Subscription Agreement Community 7. TERM AND TERMINATION 7.1 Term. This Agreement shall commence on the Start Date and shall continue for the period specified in the Sales Order (the 'Initial Term'), and shall be renewed for successive periods of equal duration (each a 'Renewal Term') (the Initial Term and any Renewal Terms, collectively the 'Term') unless either party provides sixty (60) days notice prior to the end of the Term of the party's election not to renew the Agreement. Either party may terminate this Agreement as set forth in Sections 7.2, 7.3 and 7.4 below. 7.2 Stop in Service by PALADIN. After first full year of service and upon one hundred and twenty (120) days written notice, PALADIN may terminate provision of SMARTGov Community as a PALADIN offering. CLIENT DATA will be exported and returned to the CLIENT via digital media at PALADIN expense. PALADIN shall return to CLIENT within thirty (30) days of the end of the Term, the prorated remainder of the Fee based on the period remaining in the Term. 7.3 Termination for Cause. Either party may terminate this Agreement by giving to the other party written notice of such termination upon any of the following events: (a) the other party's material breach of the Agreement, provided that the other party has not cured the breach within thirty (30) days after receipt of notice of the breach, (b) the other party becomes subject to any bankruptcy or insolvency proceedings under federal or state statute, (c) the other party becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, (d) the other party is liquidated, voluntarily or otherwise, or (e) the other party terminates or suspends its business In addition, PALADIN may terminate this Agreement if the CLIENT fails to make any payment due hereunder within thirty (30) days after receiving written notice from PALADIN that such payment is delinquent. 7.4 Immediate Termination. Notwithstanding Section 7.3 above, PALADIN may immediately terminate this Agreement upon written notice to CLIENT if CLIENT violates the scope or any restriction on its license under Section 2 or its obligations hereunder with respect to Confidential Information of PALADIN. 7.5 Reinstatement. If CLIENT elects not to renew this Agreement but then later desires to reinstate SMARTGov Community, PALADIN may, at its sole discretion, reinstate CLIENT's SMARTGov Community if the CLIENT pays a reinstatement fee equal to 20% of the then - current year's Fee for SMARTGov Community plus the upcoming year's Fee for SMARTGov Community. 7.6 Effect of Termination. (a) Upon termination for any reason, all licenses granted hereunder shall automatically terminate, and PALADIN may immediately disable and discontinue CLIENT's access to and use of SMARTGov Community without notice to CLIENT. Upon termination of this Agreement for any reason, CLIENT shall return to PALADIN all Documentation and all information and materials that it has acquired pertaining to SMARTGov Community and any other Confidential Information of PALADIN. (b) If the CLIENT decides to terminate their access to SMARTGov Community prior to the end of the then - current Term, PALADIN will retain the balance of Fees paid for such Term. (c) Within ten (10) business days of the termination date, PALADIN will export all CLIENT Data then - stored in SMARTGov Community and ship the information to the CLIENT in a digital format. 7.7 Survival. All rights to payment and the provisions of Sections 3, 4, 5.1(a), 5.1(c), 7.6, and 8 through and including 13 of this Agreement (together with any other provisions that by their sense or context are intended to survive termination) shall survive any expiration or termination of this Agreement. Page 8 Initials — Paladin& Client I