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7. Term. This Agreement shall be in force and effect for a period of one (1) year from the Effective Date ('Initial Tenn").
<br />Notwithstanding the foregoing, the specific term of any SOW, if any, shall be as set forth in the SOW. If no specific term is set
<br />forth in the SOW, the SOW shall be coterminous with this Agreement. If this Agreement is terminated while any SOW is still in
<br />effect, the terns and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is
<br />otherwise terminated. The total sum to be expended by Client for fees (including postage reimbursement) under this Agreement
<br />shall not exceed fifty -thousand dollars and no cents ($50,000,00), for the Initial Term.
<br />8. Events of Default. The occurrence of any of the following events will constitute an "Event of Default" hereunder: (a) a material
<br />breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such breach is given
<br />to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general assignment for the benefit of
<br />creditors, or takes advantage of any insolvency act, or commences a case or other proceeding naming the party as debtor under the
<br />United States Bankruptcy Code, or any proceeding is instituted against the party seeking liquidation of the party or the party's assets
<br />and the party fails to take appropriate action resulting in the withdrawal or dismissal of such proceeding within thirty (30) days, or
<br />there shall be appointed a receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party.
<br />9. Rights and Remedies Upon Default. Upon an Event of Default, the non -defaulting party may, at its option: (a) tenumate this
<br />Agreement or the affected SOW immediately upon written notice to the defaulting party or upon any future date specified in such
<br />notice; or (b) continue this Agreement, without waiving the defaulting parry's continuing obligation to cure; and, in either case the
<br />non -defaulting party may take whatever action available at law or in equity to enforce perfonnance of any obligation under this
<br />Agreement or seek damages for such Event of Default, subject to any limitations set forth in this Agreement.
<br />10. Early Termination. This Agreement or any SOW may be terminated prior to the end of its term as then in effect upon the
<br />occurrence of any of the following events: (a) an Event of Default set forth above, following which the non -defaulting party elects
<br />to terminate the Agreement or the affected SOW; or (b) as permitted under a SOW in the event that the USPS adopts any new postal
<br />regulations, procedures, rates or incentives that directly impact the services.
<br />11. Force Maieure. PBPS shall maintain a commercially reasonable business continuity plan; however, PBPS shall not be responsible
<br />for or incur any liability for any delay or failure in performance of any service or obligation under this Agreement and shall be
<br />excused from the performance to the extent that PBPS is prevented, restricted, delayed or interfered with by causes beyond its
<br />control, including but not limited to acts of God, fire, floods, severe weather, explosions, utility or communication failures,
<br />earthquakes, wars (declared or undeclared), labor disputes, strikes, lockouts, riots, epidemics, acts of terrorism, blockades,
<br />embargoes, government orders or requirements having legal effect of any government or any judicial authority, or any other
<br />situations, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PBPS ("Force
<br />Mijeure"). hi case of a Force Majeure event, PBPS will notify Client as soon as reasonably possible by whatever means are
<br />available. PBPS shall not be liable for the loss of any postage savings, aid Client shall reimburse PEPS for the difference between
<br />the contracted postage discount rate and any postage upgrades required to submit the mail while the Force Majeum effects continue.
<br />12. Confidentiality
<br />12.1 "Confidential Information" means all confidential and proprietary information of either party (its parent, subsidiaries or
<br />entities under its control) which is disclosed or provided by or on behalf of such party ("Disclosing Party"), including, a
<br />party's: (i) customer and prospect lists, suppliers and terms of existing agreements with business partners and other third
<br />parties; (ii) pricing, financial and other business information, processes and plans, security measures, business continuity and
<br />disaster plans, policies and procedures; (iii) research and development information, analytical methods and procedures,
<br />hardware design, technology and ton -public personnel data; (iv) information concerning or belonging to the customers and
<br />potential customers of either party; (v) business practices, know-how, including but not limited to Trade Secrets (as defined
<br />by applicable law), and marketing or business plans; (vi) this Agreement, any orders and training materials; and (vii) any
<br />other information identified in writing as confidential or information that the receiving party knew or reasonably should have
<br />known was confidential, any of which is disclosed to the other party ("Receiving Party") or to which the Receiving Party
<br />gains access in connection with this Agreement.
<br />12.2 The pasties acknowledge that Receiving Party may be provided, have access to or be exposed to Confidential Information of
<br />the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential Information in strict
<br />confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information,
<br />but not less than a reasonable standard of care, (ii) not to disclose such Confidential Information to any third party or use
<br />such Confidential Information except as reasonably required to exercise its rights or perform its obligations under this
<br />Agreement or upon written permission of the Disclosing Party, and (iii) upon written request of the Disclosing Party, to
<br />return or destroy such party's Confidential Information and provide written confirmation of compliance; however, the
<br />Receiving Party may retain such copies as may be necessary for legal or accounting purposes fit accordance with its records
<br />retention policies. Each party agrees to cause its employees, agents, subcontractors or other persons over whom the Receiving
<br />Party has control and who require access to such information, to abide by such obligations.
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<br />Proprietary and Confidential Infonnanon
<br />PBPS Contract Management — Oct 2023
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