Software Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration

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The obligations underthisSecton0ohaUsurviweterrminationoftheAereemnent,exoeptvvithrespecLto non -trade secret confidential information to the extent applicable levv mandates survivability for o limited duration, inwhich case the obligations shall survive for five /5\years following termination mfthe The term ofthe Agreement shall commence onthe Effective Date asspecified ineach SOW, andshaiU continue until terminated in accordance with the provisions of the Agreement, Either party may terminate the Agreement upon sixty (6O) days' prior written notice tothe other party, except that it shall continue in effect at least through, the compl�etion of all open SOWs. The City may terminate any Training and Coaching urProfessional Services under anSOW atany time upon sixty (60) days' prior written notice to Aquitas. If Aquitas is not reasonably able to reassign all of the resources scheduled for such Services, the City must pay Aquitas that portion of the applicable fee attributable tothe non -reassign able resources, plus any non-refundable expenses incurred byAqoitas for such Services. The costs for IBM training manuals purchased onbehalf ofthe City for trainim#and/or coaching are not refundable. IBM does not permit Aquitasto return manuals. 8.4 Termination for Adverse Status Either party may terminate this Agreement upon thirty /30\ days' prior written notice to the other party, ifthe other party ceases tocarry onoperations a5contemplated bythis Agreement, makes mmassignment for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or becomes subject tnany similar action inconsequence ofdebt. 8.5 Termination for Default Failure by either party to comply with any material term or condition of this Agreement shall constitute default. The mnn-clefaultimgparty shall b8entitled togive written notice tothe defaulting party requiring ittncure the default. The notice shall include adetailed description ofthe act wromission, that constitutes default, If the defaulting party has not cured the default within thirty (30) days after receipt of the notice, the non -defaulting party may terminate the Agreement, including all open SOVVs,bygiving written notice to take effect upon receipt. If the default, by its nature, cannot be effectively cured, the non -defaulting South Bend Maximo Migration to MaaS Page 30 of 36 Confidential