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T CONEXIS unrae reseura f u P' 4.9 Termination: If there is more than one Fee Schedule / Service Appendix attached hereto, terminhation of once Fee Schedule / Service Appendix will not terminate the entire Agreement, but termination of the Agreement will terminate all Fee Schedule / Service Appendix. a. Agreement -- Either Party may terminate this Agreement or a Fee Schedule/Service Appendix without a showing of cause by providing sixty (60) days prior written notice to the other Party. Termination without cause will be effective on the last day of the month following the 60 -day period the notice was provided by terminating Party or the end of such longer period set forth in the notice of termination. Client acknowledges that termination of a Fee Schedule / Service Appendix prior to the expiration of a Service Fee Guarantee Period will result a financial penalty defined in Section 4.9b. b. Notwithstanding anything to the contrary, CONEXIS may terminate this Agreement with thirty (30) days prior written notice if Client is past due on any undisputed amounts that it owes hereunder and fails to cure within that thirty (30) day period. If CONEXIS agrees to reinstate services following notice of termination, Client acknowledges that CONEXIS may charge a reinstatement fee. Either party may terminate this Agreement immediately, by providing written notice to the other if: (i) such other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers, or permits the appointment of a receiver for its business or assets or (ii) becomes subject to any proceedings under Bankruptcy or insolvency law of which does not result in a reorganization (ii) fails to cure a material breach within thirty (30) days following written notice from the non -breaching party of the breach. Termination of this Agreement will not terminate the rights or obligations of either party arising prior to the effective date of such termination. 4.10 Interpretations: Client and CONEXIS agree that this Agreement's terms will be construed fairly and not in favor of or against a party based solely on which party drafted the Agreement's terms. 4.11 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the state of California without regard for conflicts of law principles. Any proceeding initiated by CONEXIS to enforce this Agreement or enjoin its breach shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in the county and state in which Client's headquarters are located. Any such proceeding initiated by Client shall be initiated and prosecuted in a federal or state court of general jurisdiction sitting in Orange County, California. 4.12 No Third Party Beneficiaries: Nothing express or implied in this Agreement is intended to confer upon any person other than Client and CONEXIS and their respective successors or assigns, any rights, remedies or obligations whatsoever. 4.13 Force Majeure: CONEXIS and Client will not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business from CONEXIS' vendors or other parties, including Intranet or Internet access, or any change in or the adoption of any law, judgment or decree. This clause shall not apply to Client's obligations to pay CONEXIS' fees related to this Agreement. 4.14 Warranties and Representations: CONEXIS and Client represents and warrants the following: (i) The Parties will comply with applicable law in carrying out their respective obligations hereunder; (ii) Its agreement to each provision contained in this Agreement is a duly authorized, legal, valid, binding and enforceable Agreement. (iii) The signature appearing for the Client on this Agreement is the true signature of a person authorized to execute the Agreement on behalf of the Client with respect to the Services, (iv) The Client will not instruct CONEXIS to perform any service or perform a service in any manner that it knows or reasonably should know will violate applicable law. 4.15 Intellectual Properties: CONEXIS retains all rights, title, and interest in and to all software, web pages, web services, documents, processes and any other information, equipment, and materials (including with no limitation the intellectual property rights) used in connection with the providing of services identified in this Agreement, including those developed by CONEXIS for use by Client and their employees. 4.16 Survival: In the event of expiration or termination of this Agreement, the Indemnity Sections 2.5 and 3.7; Confidentiality and Privacy Provisions Section 4.6; and the Recordkeeping Section 3.1 of this Agreement shall survive its termination. 4.17 Indemnification Notice: If any civil, criminal, administrative or investigative action or proceeding (each, a "Claim') is commenced against any Party entitled to indemnifications hereunder (an "Indemnified Party"), written notice thereof CONEXIS Initials Client Initials Direct Client Services Agreement 5 V9.0-040111