Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 2

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-�� � 1. FoL{aLse. Ifyou believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in, Section |(3). You may terminate this Agreement for cause lmthe event wedu not cure, orcreate amutuaU|yagreeable action plan toaddress, a material breach ofthis Agreement m/ithin the thirty (30) day window set forth in Section 1(3). |nthe event nftermination for cause, you will pay wsfor all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination, JL Lack of Appropriations, Kyou should not appropriate orotherwise receive funds suff [clenttopurchase, lease, operate, or maintain, the software or services set forth in this Agreement, you may unilaterally terminate this Agreement effective on the final day nfthe fiscal year through which you have funding. You will make every effort togive usatleast thirty (3Q)days written notice prior toatermination for lack uf appropriations. In the event of termination due to a lack of appropriations, you will pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred ordelivered, prior tothe effective date oftermination. Any disputed fees and expenses muothave been submitted to the Invoice Dispute, process set forth in Section F(2) at the time of termination in order to bewithheld e±termination. You will not baentitled tomrefund oroffset ofpreviously paid license and other fees, Force Maleure. Except for your payment obligations, either you or we may terminate this Agreement if a, Force Majeure event suspends performance of scheduled tasks for a period of forty-five (45) days or more. In, the event of termination due to Force Majeure, you wiUl pay us for all undisputed fees and expenses related to the software and/or services you have received, or we have incurred or delivered, prior to the effective date oftermination. Any disputed fees and expenses must have been submitted tothe Invoice Dispute process set forth inSection F(2)atthe time oftermination imorder tobewithheld attermination. You will not be entitled to a refund or offset of previously paid license and other fees. SECTION Hi — INDEMNIFICATION, LIMITATION OPLIABILITY AND INSURANCE l. intellectual Property Infringement Indemnification, 1.1Ve will defend you against any third pmrtydaim(s) that the Tyler Software mDocumentation infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us soUe control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our 1.2Our obligations under this Section H(1) will not apply tothe extent the claim aradverse fino|judgmentb based on your: (a) use of a �revious version of the Tyler Software and the claim, would have been avoided had you installed and used the current version ofthe Tyler Software, and we, provided notice of that requirement toyou; (b)combining the Tyler Software with any product ordevice not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at youir direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties; or (e) willfu I infringement, including use of the Tyler Softwareafter we notify you to discontinue use due to such a 1.3 Kfwereceive information concerning, aninfringement ormisappropriation claim related tothe Tyler � tuler