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pasightl-abs DocuSign Envelope lD: E6745c80-3643-4199-8951-82695AFFBBFB violatlon of applicable laws, rules, or regulations Sectlon 11. TERM AND TERMINATION. 11,1 Term, This MSA shall be effective from Company's acceptance of this MSA and shall contlnue until the explration or termination of all Ordering Documents ("Term"), 17.2 Termin?tiEL Fqf CeIrJe. This MSA may be terminated by either Party in the event the other Party materially breaches this MSA and fails to cure such breach within thirty (30) days of the recelpt of notice of the alleged breach. ln addition, 4Sight shall have the riBht to terminate thls MSA upon ten (10) days prior written notice in the event that Company fails to pay 4Sight in accordance with Section 3 above or Company's use of the Service ln any manner not otherwise permitted in this Agreement. 11.3 Termination for Convqnlence, 4Sight may terminate, this Agreernent or Orderlng Document ln whole or in part, at any time upon thirty (30) days written notice, for any reason, when the 4Sight determines that such termlnatlon is in its best lnterests. 11.4 lmmediate Terminatlon. This MSA mav be terminated immediately upon written notice by either party to the other party upon the occurrence of any of the following eventsi (a) the fillng by or on behalf of elther party of any voluntary or involuntary petition in bankruptcy, dissolution or liquidatlon; or (b) the asslgnment of flfty percent (50%) or more of the assets of either party for the beneflt of lts creditors. 11.5 Conseouences of Termlnatlon. Upon terminatlon of thls MSA, Company agrees that it shall be responslble for payment of Servlces ln accordance with Sectlon 3 of thls MSA subsequent to the effective date of termlnation if the related Servlces were rendered during the Term. Outstandlng payment obligations in accordance to Sections 3 and Confidential lnformation obligations in accordance to Section 5 of thls MSA shall survive any termlnatlon of thls MSA. Section 12. GENERAI. Lz.L i.aur. This MSA shall be governed by and construed in accordance with the laws of the State of Delaware, ln the event any provision of this MSA is declared to be unenforceable the remaining provisions shall continue in fullforce and effect. L2,2 &bitralion. Any controversy, claim or dispute arising out of or relating to this MSA or the breach thereof shall be exclusively settled by confidentlal binding arbltratlon in accordance with the commercial rules of the American Arbitration Associatlon I"AAN'I then in effect. There shall be a single qualified arbitrator mutually chosen by the Parties in accordance wlth the selection and appointment procedures of the AAA. The fees charged by the AAA and costs of the arbitrator (e.g., cornpensation, travel, etc.) related to the arbitration shall be borne equally by the Parties. All such arbitratlon proceedlngs, lncludlng without limitation the fact of an arbltration, shall be conducted on a confidential basis and shall be deemed to be Confldentlal Informatlon. L2,2 Entire Aereement. This MS& and applicable Ordering Document incorporated by reference contain the full and complete understanding and agreement between the Partles relating to the subject mater hereof and supersede all prior and contemporary understandings and agreemefits, whether oral or written, relating such subject matter hereof. Paragraph titles or captions contained hereln are inserted only as a matter of convenience and for reference, L2.3 A14e.ldmgn$/ghJgel. Any modlfication or amendment to this MSA shall be effective only if in wrlting and signed by both Parties. Any change to an Ordering Document shall be documented in a wrltten amendment mutually agreed upon and executed by the Parties (an 'hmendment"), 12.4 @. Any member, current orfuture, within the state/commonwealth shall be allowed to participate ln this agreement during the life of the contract. While this clause in no way commits any agency topurchase from state or commonwealth/county/cltylgovern rnent entlty's awarded contractor, nor does it guarantee any additional orders wlll result, it does allow state or commonwealth/county/city/govern ment entity to make use of terms and condltlons (provided sald agreement satlsfied their own procurement guldellnes) and purchase dlrectly from the awarded contractor. All purchases made by other state or commonwealth/county/clty/government entity shall be understood to betransactions between that state or commonwealth/county/citV/government entity and the awarded vendor; the orlginating state or commonwealth/county/city/governrnent entity shall not be responsible for any such purchases. 12.5 Notica. All notices required or perrnitted under the MSA or Ordering Document shall be in writing and delivered by any method providing for proof of dellvery, Any notlce shall be deemed to have been given on the date of recelpt, Notices to 4Sight and Company shall be delivered to the following addresses: 4Sight, lnc. Company 633 Alvarado Street Address San Francisco, CA 94114 Attn: John Defalco Attn: Email: john@4sightlabs,com Email: 6735516v.4 L2,6 Asslgnment This MSA shall be blndlng upon and