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changes. lf either party causes or requests a change in the allocation of the resources of MAIS applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require MAIS to provide additional work hours, MAIS may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing the Professional Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. The following individuals are authorized to sign off on Change Orders on the Customer's behalf: Name: Kadv Porterfield Title: Event Center Director Name: Karev Connor Title: Office Manaqer 15. Cancellations and Termination (a) Professional Services may be cancelled as follows: Cancellation of any on-site Professional Services by Customer is allowed for any reason if done in writing more than fourteen (14) days in advance of such Professional Services. ln the case of cancellation of Professional Services within fourteen (14) days or less of scheduled on-site Professional Services, Customer will be billed for any on-site fees, plus any non-recoverable costs incurred by MAIS due to advance scheduling of travel. Additionally, Customer hereby acknowledges that cancellation of on-site services means that such on-site services will be rescheduled as MAIS' then current schedule permits. MAIS is not responsible for any delay in Customer's project resulting from Customer's cancellation of Professional Services. lf additional services are required because the Customer was not adequately prepared for the on-site services, MAIS will provide a Change Order to the Customer for the additional services. (b) This Agreement may be terminated as follows: i. lf either party is in material breach of any of its obligations or any provision under this Agreement, the other party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. lf the breaching party fails to correct the default within such ninety (90) day period, and did not issue a notice disputing the alleged default within such thirty (30) day period, the other party may terminate this Agreement upon written notice to the other party to that effect ii. lf Customer has failed to pay any amounts when due under this Agreement, MAIS shall have the right to (i) suspend performance of the Services (including Customer access to the Services) until all amounts are paid in full; and/or (ii) terminate this Agreement effective immediately upon written notice to Customer to that effect. MAIS may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations of confidentiality or any intellectual property right or proprietary right of MAIS. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. lf any such modification, change or replacement of the original Third Party Components pursuant to Section 7(h) includes a material price increase with respect to the Services enabled by such Third Party Components or impairs Customer's ability to utilize such Services in substantially the same manner as they were utilized prior to the modification, change or replacement, Customer [may cancel the Services and] terminate this Agreementl by tv V Confidential and Proprietary - Univerus lnc.Page B of 26