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Docusign Envelope ID:EBOF4108-19FB-44BO-8388-21F424553A38 <br /> 19. Termination. <br /> In addition to any other rights or remedies hereunder: <br /> (a) Versaterm and Customer reserve the right to terminate this MSA or any Service <br /> Schedule for convenience by providing thirty (30) days' written notice; <br /> (b) Versaterm may terminate this MSA and/or any Service Schedule at any time on <br /> giving Customer notice in writing if: (i) Customer infringes any copyright or other <br /> Intellectual Property Right or other industrial or proprietary right of Versaterm; (ii) in <br /> Versaterm's reasonable judgment, Customer's use of the Software poses a security <br /> risk to the Software or any third party; (iii) Customer fails to pay in full any sum owed <br /> by it under this MSA or Service Schedule within thirty (30) days of the due date <br /> therefor; or(iv) Customer fails to observe or perform any other material obligation or <br /> covenant required to be observed or performed by it under this MSA or Service <br /> Schedule, and solely in the case of(iv) above, such failure continues for a period of <br /> thirty (30) days after delivery of written notice by Versaterm to Customer requiring <br /> Customer to cure such failure, <br /> (c) In the event Customer becomes unable to pay future amounts due under any <br /> Service Schedule or SOW due to a material reduction in or cancellation of public <br /> funding, Customer may terminate the applicable Service Schedule or SOW upon <br /> thirty(30) days'written notice to Versaterm, and Versaterm shall be entitled to retain <br /> any advance payments made by Customer to Versaterm. <br /> (d) Subject to applicable law, Customer may terminate this MSA immediately upon <br /> giving written notice to Versaterm if Versaterm: (i) makes any general assignment <br /> for the benefit of creditors or otherwise enters into any composition or arrangement <br /> with its creditors; (ii) is unable to pay its debts as they mature; (iii) has a receiver <br /> and/or manager appointed over its assets or an application is made to do so; (iv) <br /> becomes bankrupt or insolvent or commits an act of bankruptcy or (v) Versaterm <br /> fails to observe or perform any other material obligation or covenant required to be <br /> observed or performed by it under this MSA or Service Schedule, and solely in the <br /> case of(v) above, such failure continues for a period of thirty(30) days after delivery <br /> of written notice by Versaterm to Customer requiring Customer to cure such failure. <br /> 20. Orderly Termination <br /> (a) Upon any termination or other expiration of a Service Schedule or SOW or this MSA, <br /> each Party shall forthwith return to the other Party all Confidential Information, <br /> documentation, papers, material, and other property of the other Party in its <br /> possession or control. <br /> (b) In addition to the obligations in Section 20(a) above, upon termination of a Service <br /> Schedule or upon expiration of the License Term for Software which is not renewed <br /> in accordance with the Service Schedule, Customer shall: <br /> (iii) immediately discontinue use of the Licensed Materials; <br /> September 2024—A04092024 Page 17 of 24 <br />