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without such termination constituting a breach of this Agreement. Provider shall be Agency's designated preferred provider
<br />of such Services as are mutually agreed to and defined hereunder, related to the handling of Agency's Reports.
<br />2.3 Violation of License Terms and / or Restrictions. Agency agrees that, if Provider determines or reasonably suspects that: (i)
<br />Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has experienced
<br />a Security Event (as herein defined), Provider may, at its sole option, take immediate action up to and including, without
<br />further obligation or liability of any kind, terminating Agency's account and the license to use the Services.
<br />3. RETENTION / DISTRIBUTION.
<br />For all Services provided hereunder that involve Reports, Provider will maintain a copy of each Report for a period of no less than
<br />seven (7) years from the date of the Report. Provider will distribute Reports and/or specific data extracted from the Report to
<br />Individuals or legal entities ("Authorized Requestors") and other authorized law enforcement entities ("Agency Requestors") In
<br />accordance with an applicable Order and all applicable laws and regulations.
<br />4. SUPPORT AND MAINTENANCE.
<br />4.1. Ongoing Maintenance. Provider will, from time -to -time issue and/or provide maintenance including bug fixes,
<br />enhancements, new features, or new functionality that are generally made available to customers along with any
<br />corresponding changes to documentation ("Maintenance"). Maintenance does not include work to custom code, customized
<br />configurations, or to unauthorized modifications of the Services. Any Provider assistance beyond standard Maintenance will
<br />be billed at Provider's then current pricing schedule, as agreed upon in advance by the Parties. Additionally, upon Agency's
<br />written notice of new or revised legislation, statutes, or ordinances requiring any Services to be updated, Provider shall
<br />update or modify the Services or particular form consistent with such new regulation within a reasonable time.
<br />4.2. SupportServices. Provider will provide ongoing support services for problems, queries or requests for assistance ("Support")
<br />provided that all requests for Support must be made to Provider Monday through Friday from 8:00 AM ET to 8:00 PM ET at
<br />1-888-949-3835. Provider will also provide limited after hours Support including the ability to leave a message and receive a
<br />call back the following business day or sooner, if critical. In order to provide Support, Agency will provide all information
<br />reasonably required by Provider to identify the issue, including: an Agency point of contact (familiar with the Services and
<br />issue), description of issue, screenshots, the impact, and assist in Provider's efforts to reproduce the problem (as applicable).
<br />Provider will work to resolve problem with reasonable promptness for issues that are application or Services related (Provider
<br />is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Provider with data
<br />transfers, as requested, remote access to the Services system, and with sufficient test time on the Agency's computer system
<br />to duplicate the problem, to certify that the problem is with the Services, and to certify that the problem has been corrected.
<br />If the problem cannot readily be resolved, Provider will attempt to identify a work around. Upon resolution of any issue,
<br />Provider shall notify the Agency of such resolution via email. The Parties agree that Provider is not obligated to ensure that
<br />its Services are compatible with outdated (exceeding 4 years from date of initial release) hardware, computer operating
<br />services or database engines.
<br />4.3. On Site Support. In response to written Agency requests for Provider to provide on-site routine non -emergency support,
<br />Provider shall produce a written estimate of the time required to provide the requested support and state any requirements,
<br />such as the presence of Agency staff or other resources or materials. Any on-site support provided by Provider shall only be
<br />invoiced by Provider or paid by Agency if the problem arose due to something other than a defect in the Services. The Agency
<br />shall reimburse Provider at the rate of two thousand five hundred ($2,500.00) dollars per day for each Provider employee
<br />who provides any on-site support, and such fees will not include any reimbursement for Provider travel time or travel
<br />expenses.
<br />S. FEES.
<br />5.1. Fees due to Provider. Any fees due to Provider for Services hereunder shall be specified in an Order ("Fees"). For any Order
<br />where Fees are specified, Provider will issue an invoice to Agency pursuant to the terms in the Order. Invoices shall be paid
<br />in full by Agency within thirty (30) days from invoice date. Provider may increase or decrease the Fee following the Initial
<br />Term (as defined in an applicable Order) in an Order by providing Agency no less than sixty (60) days written notice prior to
<br />the effective date of such pricing change. In the event Agency has a good faith dispute on all or a portion of an unpaid invoice
<br />("Dispute"), Agency shall notify Provider in writing and follow the procedures set forth below. To the extent an interface or
<br />other technological development is required to enable an Agency designated third party (i.e., RMS Vendor) to receive Reports
<br />from Provider at Agency's request or to enable Provider to intake Agency Data, such cost shall not be borne by Provider. If
<br />any invoice (or undisputed portion thereof) remains unpaid and not subject to a Dispute after sixty (60) days from the invoice
<br />Confidential and PZ5tQ Amatlon of LexisNexis
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