MAIS eRec SaaS Agreement - Kittitas County Event Centre - Mais Executed 26-Feb-2020

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Confidential and Proprietary - Univerus Inc. Page 9 of 26 providing written notice to MAIS within twenty (20) days after Customer’s receipt of notification of such material price increase or discovery of such impairment. 16. Effects of Termination In the event of termination or expiration of this Agreement: a) All rights granted to Customer in this Agreement shall immediately terminate and MAIS will immediately cease to perform or provide the Services. b) Customer will pay all amounts due under this Agreement up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to MAIS (including court costs, attorney fees, and repossession charges to the extent not prohibited by law). c) Customer shall return to MAIS or at MAIS’ option purge or destroy all copies of any Confidential Information of MAIS in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer confirming same within thirty (30) days. d) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. e) Any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the following: an acceleration of all Annual Subscription Fees due for each year of the Initial Term not already invoiced and/or paid, which amount will be due immediately. This section will not affect MAIS’s right to collect any further invoiced amounts for other Professional Service Fees. f) Conditional upon Customer’s payment of all Fees that are due to MAIS, MAIS will furnish the Customer with a copy of the Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file). The anticipated services to provide a copy of the Data are one to two days and will be billed at MAIS’ then current daily rate. Upon receipt of notice from Customer confirming receipt of the Data, MAIS shall destroy all copies of the Data and delete all Data on the database and an Officer of MAIS shall certify the destruction and deletion to the Customer. Subject to any legal requirement that MAIS must retain a copy of the Data, MAIS shall not delete the Data for 90 days from the date of termination except: (i) where MAIS has provided the Data to Customer pursuant to this Subsection; or (ii) where it has received written instructions from Customer to delete the Data. Following 90 days from the date of termination if Customer has not communicated with MAIS regarding the Data, MAIS shall have the right to delete all Data at any time as either required by law or as determined by MAIS in its sole discretion. Notwithstanding the foregoing, MAIS shall be permitted to delete all Data without providing notification to Customer and MAIS shall not be required to adhere to the time frames detailed above where MAIS is required by law to delete such Data. 17. Ownership (a) By MAIS. MAIS its service providers and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Services , Software and related documentation, materials, logos, names and other support materials provided pursuant to the terms of this Agreement. Customer shall acquire no right whatsoever to all or any part of the Services, Software or underlying software except the limited right to access and use the Services in accordance with the terms of this Agreement and MAIS and its licensors reserve all rights not expressly granted to Customer. Customer must fully reproduce any copyright or other notice marked on any part of the documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Customer hereby grants to MAIS a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services, Software, and underlying software any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services or Software. (b) Customer Data. As between MAIS and Customer, all Data will remain the sole and exclusive property of Customer. Customer is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms and conditions of the Agreement, Customer grants to MAIS a world-wide, non-