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MILLER MENDEL. INC. PROPRIETARY AND CONFIDENTIAL 4.2.3. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party in the event the other Party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files a voluntary bankruptcy petition; (d) acquiesces to any involuntary bankruptcy petition; (e) is adjudicated bankrupt; (t) ceases to do business; (g) or other reason amounting to any violation of law connected to the use of the eSOPH System. 4.2.4. Without limiting the Parties respective rights in Sections 4.2.2 and 4.2.3 above, either Party may terminate this Agreement with cause in the event that the other Parry breaches this Agreement, if the breaching Party does not cure such breach within thirty (30) days after receiving written notice from the non -breaching Party. If either Party gives notice to the other for substantially the same breach three (3) times during a twelve (12) mouth period, the non -breaching Party may terminate this Agreement immediately with cause upon receipt of the third notice by the breaching Party. 4.2.5. A Party's termination of this Agreement under this Section 4.2 does not limit either Party from seeking other appropriate legal remedy for any breach. 4.3. Effect of Termination. In the event of termination hereunder, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, and Client is responsible for paying in full all undisputed invoices upon termination. Client may continue to access the information for previously entered Applicants in the eSOPH System for a period of thirty (30) calendar days. MMI reserves the right to charge for data storage fees for storage of Client's Data, from any of the current and previous license terms, provided Client requests MMI retain the data on the eSOPH System. The amount billed for data storage shall be consistent with the amount(s) listed in Exhibit A. If no amounts are listed, then data storage will be billed to Client at the rate MMI charges its other clients at the time of termination. If Client does not pay any such data storage feels) within Thirty (30) days of each due date set by MMI, MMI may, at MMI's sole discretion, permanently delete Client's Data, revoke Client's access to the eSOPH System, or both. 4.4. Upon termination or expiration of this Agreement, Sections I, 2.5, 3.3, 4.2 — 4.4, 5, 7, 8, 11 and 12 will survive. 5. DATA ACCESS, CONFIDENTIALITY AND SECURITY 5.1. Client is responsible for all use of its Authorized Users accounts on the eSOPH System. Client shall ensure that its Authorized User(s) properly control and limit access to the eSOPH System to Client's appropriate Authorized Users, and that Client's Authorized Users properly protect their logins, passwords and all other login credentials to prevent unauthorized access and misuse of Client Data, Applicant data and any other information that may be accessed through the eSOPH System. Client is responsible for its own policy regarding Authorized Users changing their passwords, minimum password complexity requirements beyond what is required by the eSOPH System, and which computer terminals may be used to access the eSOPH System by its Authorized Users, including any unattended devices or computers logged into the eSOPH System. Client shall ensure any previous Authorized User who no longer has a valid purpose to access the eSOPH System will have their eSOPH System login credentials disabled within the eSOPH System, without delay. Former Authorized Users who separate from their relationship with Client shall have their login credentials immediately disabled, without delay, by Client. Client accepts all risk and responsibility for its, and its Authorized Users', use of any pre -loaded content on the eSOPH System. 5.2. Client acknowledges MMI offers optional two -factor authentication. This service is available to those Clients who desire a two -factor frontend login process. Two -factor authentication is available for an additional one-time setup fee and may be added at any time by contacting MMI. 5.3. MMI maintains no control or access to the information and materials submitted by Applicants or used by the Client on the eSOPH System. The scope, content, format and other details of such information and materials are within the exclusive control of Client, and its Authorized Users. Any pre -loaded content on the eSOPH System may be used only when Client accepts all risk and responsibility for use of such content. If Client wishes not to MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 5 OF 17 Version: August 27, 2015—Santa Ana PD Only