25F - AGMT FOR PD BACKGROUND SOFTWARE

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MILLER MENDEL, INC. in this Agreement or Exhibit A, Client will pay all undisputed invoices related to this Agreement within thirty (30) days of the date of receipt thereof. 3.3 Disputes. Client will notify MMI of any disputed charges, in writing, within 15 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the reason for the dispute and cite all term(s) of the Agreement that validates Client's cause. for dispute. MMI and Client will attempt in good faith to resolve any dispute. If the Parties agree Client will pay any disputed amounts, MMI will re -invoice that amount and Client will pay all such amounts to MMI upon receipt of the invoice. 3.4 Interest on past due amounts. MMI may charge interest on any overdue invoices in the amount of 18% per annum or the maximum amount permitted by applicable law, whichever is less. Client shall also pay or arrange exemption from any taxes, charges, or other fees imposed on its use of the eSOPH System (other than taxes on MMI's income), including any applicable sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, and it's later determined Client is not exempt from such tax, Client is be responsible for paying or reimbursing MMI for all outstanding sales or use tax, including any penalties and interest. 3.5 Failure to Pay, If Client fails to pay any undisputed sums when due, MMI may, in its sole discretion: (a) cease to perform any and all of its obligations under this Agreement; (b) if applicable, suspend or terminate any and all of Client's access to the eSOPH System, including access of its Authorized Users and Applicants, in whole or in part; and/or (c) exercise other remedies available to MMI. 4. TERM AND TERMINATION 4.1 Term. The term of this Agreement (the "Term") will commence as of the Effective Date and will continue until expiration on June 20, 2020, subject to earlier termination in accordance with Section 4.3. 4.2 Renewal. At MMI's sole discretion, Client may renew this Agreement for additional periods (each, a "Renewal Term") by delivering written notice to MMI of Client's desire to renew. Fees and pricing for a Renewal Term shall be at MMI's then -standard rates. 4,3 Termination. 4.3.1 If. this Agreement is not renewed in accordance with Section 42, it shall automatically terminate upon expiration of the then current Initial Contract Term or Renewal Tenn, as the case may be. 4.3.2 Either party may terminate this Agreement prior to its expiration without cause upon thirty (30) days prior written notice to the other party. (a) If Client terminates this Agreement prior to expiration of the Initial Contract Tern or the then -current Renewal Term without cause, all fees for the remainder of the Initial Contract Tema or then -current Renewal Term shall become due and payable, and Client shall pay all such fees in addition to any balance already outstanding within thirty (30) days after termination. (b) If NMI terminates this Agreement prior to expiration of the Initial Contract Term or the then -current Renewal Term without cause, MMI will issue Client a refund for up to 25% of the remaining Entries, minus any outstanding charges owed by Client, MMI does not issue refunds in greater amounts, or for other circumstances, due to the upfront expenses MMI sustains from continuous maintenance of the eSOPH System. 4.3.3 MMI may terminate this Agreement immediately with cause upon any breach by Client of Section 2.4 (Restrictions oil Use), or Section 2.5 (Acknowledgement of Limited Rights); or if Client or any of its Authorized Users violates MMI's Intellectual Property Rights. MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 5 OF 20 Versiow April 12, 2017 25F-7