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