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r EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section: 1.1 Agency's Account. "Agency's Account" means the account by which Agency accesses the Subscription Materials, 1.2 Agreement. "Agreement" means (a) the cover sheet to which these General Terms and Conditions are attached, (b) Exhibit A (Subscriptions Being Purchased and Subscription Fees) attached to that cover sheet, and (c) these General Terms and Conditions. 1.3 Initial Term/Contract Year. `Initial Term" means the twelve-month period commencing on the Effective Date and "Contract Year" means each twelve-month period commencing on each anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. 1.4 Derivative Work. "Derivative Worle' means a work that is based on the Subscription Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Material or any portion thereof may be recast, transformed, or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Material. Further, "Derivative Work" includes any work considered a "derivative work" under United States copyright law. 1.5 Effective Date. "Effective Date" means the date specified on the cover sheet to which these General Terms and Conditions are attached. 1.6 Subscription Materials. "Subscription Materials" means the policy manuals, supplemental policy publications, daily training bulletins and other materials provided by Lexipol to Agency from time to time during the term of this Agreement under the subscriptions purchased by Agency as specified in Exhibit A. 2. Term and Termination. 2.1 Term, This Agreement is upon the execution and delivery of this Agreement by both Lexipel and Agency, and shall continue in effect until the expiration of the Initial Term; provided, however, that the term of this Agreement will automatically be extended for successive one-year periods thereafter (each a Contract Year), unless either party gives written notice to the other party to the contrary not less than thirty (30) days prior to the expiration of the Initial Term or the then current Contract Year, as the case may be. Notwithstanding the foregoing, however, this Agreement will be subject to termination as provided in Section 2.2 below. 2.2 Termination, This Agreement may be terminated by either party, effective Immediately, (a) in the event ihat the other party fails to discharge any obligation or remedy any default under this Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default; or (b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable J urisdiction. 2.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit Copyright 2016 0 Lexipol, LLC 1995-2016 Rev h/1/16