Disbursement Agreement - Approval by DM

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5. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either Client's or Rapid's successor{s) or permitted assign{s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, Client's consent is not required for an assignment by Rapid as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of Rapid's assets. 6. Notices. Except as otherwise expressly specified herein, all notices, requests, or other communications to Rapid shall be in writing and shall be deemed to have been given if mailed, by certified or registered mail, postage prepaid, return receipt requested, to the addresses below. Notices to Client shall be deemed given when mailed or emailed to the Client at their respective address or email address set forth on the Order Form. Notices, requests, or communications to Client shall be deemed effective upon personal delivery or three (3) days following deposit in the mail. Notwithstanding the foregoing, notice shall be deemed delivered when provided in connection with billing or invoicing. Notices to Rapid shall be sent to: Tyler Technologies, Inc. {"LEGAL NOTICE") 7701 College Boulevard Overland Park, Kansas 66210 Attention: Legal Department Email: legal@tylertech.com With a copy to: Tyler Technologies, Inc. {"LEGAL NOTICE") 1 Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. Waiver. The performance of any obligation required of a party herein may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. 9. Entire Agreement. This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior or contemporaneous oral or written representations or communications with respect to the subject matter hereof. 10. Amendment. This Agreement shall not be modified, amended, or in any way altered except by an instrument in writing signed by the properly delegated authority of each party. All amendments or modifications of this Agreement shall be binding upon the parties despite any lack of consideration. 11. Severability of Provisions. In the event any provision hereof is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. 12. Relationship of Parties. Except as otherwise expressly set forth herein, whereby Client is designating Rapid as an agent to disburse the funds, the parties intend that the relationship between the parties created pursuant to or arising from this Agreement is that of an independent contractor only. 13. Governing Law. Any dispute arising out of or relating to this Agreement, or the breach thereof shall be governed by the laws of the state of Client's domicile, without regard to application of choice of law rules or principles. 14. Audit. Rapid shall maintain complete and accurate records of all work performed pursuant to and arising out of this Agreement. Client may, upon the written request, audit any and all records of Rapid relating to services provided herein. Client shall provide Rapid at least five (5) business days' prior written notice of such audit or inspection. Rapid shall have the right to exclude from such inspection any Rapid RAPID Agreement page 8 of 13