Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 16 of 41 breach of any provision of this Agreement, then such party shall deliver written notice to the other detailing the alleged breach (a “Default Notice”). Upon receipt of a Default Notice, the receiving party must either: (i) correct the detailed breach within ninety (90) days at no cost to the other party; or (ii) issue a written notice of its own disputing the alleged breach within thirty (30) days of receipt of the Default Notice. If the notified party fails to either: (i) correct the alleged breach within ninety (90) days of receipt of the Default Notice; or (ii) issue a notice disputing the alleged breach within thirty (30) days of the Default Notice, the other party may terminate this Agreement upon written notice to the other party to that effect. 12.3 Termination for Failure to Pay. If Organization has failed to pay any amounts when due under this Agreement, and such failure has continued for fifteen (15) days or more, Harris shall have the right to (a) suspend Organization’s access to the Cayenta Offerings until all amounts are paid in full; and/or (b) terminate this Agreement effective immediately upon written notice to Organization to that effect. 12.4 Termination for Breach of Confidentiality. Harris may terminate this Agreement effective immediately upon written notice to Organization if Organization has breached its obligations of confidentiality or any obligation regarding intellectual property or proprietary rights of Harris. 12.5 Termination for Insolvency. 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. 12.6 Third-Party Products Changes. If any modification, change or replacement of the original Third- Party Products includes a material price increase with respect to the Cayenta Offerings enabled by such Third-Party Products or impairs Organization’s ability to utilize the Cayenta Offerings in substantially the same manner as it was utilized prior to the modification, change or replacement, Organization may terminate this Agreement by providing written notice to Harris at least ninety (90) days prior to the proposed termination date and in no event within less than ninety (90) days of the end of the then current Subscription Term or Support Term, as applicable. Pre-paid Fees are non-refundable. 12.7 Termination if Required by Applicable Law. Harris may, upon written notice to Organization, terminate this Agreement effective immediately if required by applicable law. ARTICLE XIII EFFECTS OF TERMINATION 13.1 Effects of Termination. In the event of termination or expiration of this Agreement: (a) All rights granted to Organization in this Agreement shall immediately terminate and Harris will immediately cease to perform or provide the Cayenta Offerings and/or Organization will immediately cease to and use of the Software. Within thirty (30) days following such termination or expiration, Organization shall either return to Harris or delete the Software from all of its locations (except as required under any statute related to retention requirements) and shall certify, through a duly authorized officer of the Organization, that all copies of the Software or any