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suh* hutefortemminadonfnrconvemlenoe. <br />' 2^5 during <br />the initial term for any reason other than cause, Force Majeure,nrlack of appropriations, or if <br />»veterminate this Agreement during initial term for your failure to pay SaaS Fees, you shall <br />pay us the following early termination fees: <br />aIf you terminate during the first year of the initial term, 100% of the SaaS Fees through <br />the date of termination plus 75'% of the SaaS Fees then due for the remainder of the <br />Initial term; <br />b. if you terminate during the second year of the Initial term, 100% of the SaaS Fees <br />through the date of termination plus 50% of the SaaS Fees then due for the remainder <br />of the initial term; and <br />c, <br />if you terminate after the second, year of the Initial term, 100% of the SaaS Fees through <br />the date of termination plus _-__.�`the ~~�~for the remainder -~~�~~-~. <br />initial term. <br />SECTION G—INDEMNIFICATION, LIMITATION OFLIABILITY 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 />y <br />consen1). You must notify us promptly in writing of the claim and give us sole control over its <br />defense orsettlement. You agree tmprovide uswith reasonable assistance, cooperation, and <br />information Indefending the claim atour expense. <br />1.2 Our obligations under thiis Section G(1) will not apply to the extent the claim or adverse final <br />judgment is based uoyour use ofthe Tyler Software imcontradiction ofthis Agreement, <br />including with non -licensed third parties, oryour willful infringement. <br />1.3 If we receive information concerning an infringement or misappropriation claim related to the <br />Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for <br />you the right %ocontinue its use; (b)modify it tomake itmmn-im|ringUmB;or(o)replace |twith a <br />functional equivalent, |nwhich case you xvi1|stop running the allegedly infringing Tyler Software <br />immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you <br />may continue to use the Tyler Software consistent with the terms of this Agreement, <br />1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software <br />Uuenjoined byacourt ofcompetent jurisdiction, imaddition topaying any adverse final <br />judgment (or settlement to which we conisent), we will, at our option, either: (a) procure the <br />r|ghttucontinue its use; (b) modify it to make |tnon'|nfringing; (c) replace it with m functional <br />equivalent; or (d) terminate this Agreement and refund you the prepaid but unused SaaS Fees <br />2 IF SERVICES HAVE BEEN PRICED SEPARATELY FROM SAASpfES, THEN THE <br />