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11/1/2018 <br />Master Services Agreement i Relies <br />term. The initial term and renewal term(s) are collectively referred to as the Subscription <br />Services Term. <br />9.3 Termination. Either party may terminate the Agreement including all Ordering <br />Documents executed thereunder immediately upon written notice (i) in the event that <br />the other party commits a non -remediable material breach of the Agreement, or if the <br />other party fails to cure any remediable material breach or provide a written plan of cure <br />acceptable to the non -breaching party within thirty (30) days of being notified in writing <br />of such breach; or (ii) in the event of institution of bankruptcy, receivership, insolvency, <br />reorganization, or other similar proceedings by or against the other party under any <br />section or chapter of the United States Bankruptcy Code, as amended, or under any <br />similar laws or statutes of the United States or any state thereof, if such proceedings <br />have not been dismissed or discharged within thirty (30) calendar days after they are <br />instituted; or the insolvency or making of an assignment for the benefit of creditors or <br />the admittance by either party of any involuntary debts as they mature or the institution <br />of any reorganization arrangement or other readjustment of debt plan of either party not <br />involving the United States Bankruptcy Code. <br />9.4 Partial Termination. Where a party has rights to terminate, the non -breaching party <br />may at its discretion either terminate the entire Agreement or the applicable Ordering <br />Documents. Ordering Documents that are not terminated shall continue in full force and <br />effect under the terms of this Agreement. <br />9.5 Effect of Termination. Following termination of this Agreement (for whatever reason <br />provided for under the Agreement), Client shall certify that Client has returned or <br />destroyed all copies of the Subscription Services, Confidential Information and <br />Intellectual Property of Company and all materials or documents relating to the <br />Subscription Services in any format and residing on any media. Client acknowledges that <br />its rights to use the same are relinquished. Company has no obligation to retain Client <br />Data after three months following the expiration or termination of Subscription Services; <br />however, Company shall provide Client Data to Client, upon reasonable request and <br />during Company's normal business hours, for no additional fee during these three <br />months, after which additional fees may be incurred. Termination for any reason shall not <br />excuse Client's obligation to pay in full any and all amounts due or that become due <br />through such termination or that arise under Section 10.19, nor shall termination result in <br />a refund of fees paid, except as expressly provided otherwise in this Agreement. Upon <br />termination for any reason of a Professional Services engagement, all work product, <br />including all drafts and works in progress of deliverables shall be delivered to Client. <br />Upon its receipt of a notice of termination, Company shall cease and shall cause any <br />agent or subcontractor to cease all work under the applicable Ordering Documents and <br />minimize any additional costs or reimbursable expenses unless otherwise directed in <br />https:/tw .relias.corMegai/msa-2017 25J-19 11/18 <br />