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C. The prevailing party in any action, arbitration, or proceeding arising out of or to enforce any provision of this Agreement will be awarded reasonable attorneys' fees and costs incurred in that action, arbitration of proceeding, or in the enforcement of any judgment or award rendered. 9. TERMINATION A. This Agreement may be terminated upon the occurrence of any of the following events: i. By either party upon the dissolution or insolvency of a party to this Agreement; ii. By either party following the Filing of a bankruptcy petition by or against either party (if the petition is not dismissed within sixty (60) days in the case of an involuntary bankruptcy petition); iii. If the application of any law, rule, regulation, or court or administrative decision prohibits the continuation of this Agreement or would cause a penalty to either party if the Agreement is continued, and if the Agreement cannot be amended to conform to such law, rule, regulation, or court or administrative decision in a manner that would preserve the original intent of the parties with respect to their rights and duties under this Agreement; or iv. By the non -breaching party if a breach of this Agreement is not cured within thirty (30) days following receipt of written notice of the breach from the non -breaching party; v. By either party for any reason, following receipt of sixty (60) days written notice to the other party of their request to terminate the entire Agreement, or any specific Exhibits of this Agreement; B. In the event of termination pursuant to Section 9A above, Keenan shall be paid for the full value of its services through the date of termination. 10. GENERAL A. This Agreement, its recitals and all exhibits attached to the Agreement contain the entire understanding of the parties related to the subject matter covered by this Agreement and supersede all prior and collateral statements, presentations, communications, reports, agreements or understandings, if any, related to such matter(s). B. The obligations set forth in this Agreement, other than Keenan's obligation to perform the Services and Client's responsibility to pay for such services, shall survive the expiration or termination of this Agreement. Nothing in this Section 10B shall, however, be interpreted as relieving Client of its obligation to pay for any Services rendered by Keenan during the term of this Agreement. C. This Agreement is made for the benefit of the parties and is not intended to confer any third -party benefit or right. The enforcement of any remedy for a breach of this Keenan W Associates —License #0451271 EB Consuking Services Agreement (PN12) Confidewial For Client Use Only (Rev. 05/15/20) Page 6 of 17