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ATTACHMENT 2 Agreement in effect with Tyler,you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer. SECTION F—INVOICING AND PAYMENT; INVOICE DISPUTES 1. Invoicing and Payment. We will invoice you the fees for the license(s), products,and services in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2). 2. Invoice Disputes. If you believe any delivered product or service does not conform to the warranties in this Tyler Agreement,you will provide us with written notice within fifteen (15) days of your receipt of the applicable invoice. The written notice must contain sufficient detail of the issues you contend are in dispute. We will provide a written response to you that will include either a justification of the invoice,an adjustment to the invoice,or a proposal addressing the issues presented in your notice. We will work together as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may only withhold payment of the amount(s) actually in dispute until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you,then you will remit full payment of the invoice. We reserve the right to suspend delivery of all services, including maintenance and support services, if you fail to pay an invoice not disputed as described above. SECTION G—TERMINATION 1. For Cause. You may terminate this Tyler Agreement for cause in the event we don't cure,or create a mutually agreeable action plan to address,a material breach of this Tyler Agreement within thirty(30) days of receiving a written notice of the alleged breach. In the event of termination for cause,you will pay us for all undisputed fees and expenses related to the software, products,and/or services you have received,or we have incurred or delivered, prior to the effective date of termination. This Tyler Agreement may be terminated as provided in Section 8 of the Professional Services Agreement between Tyler and Client. 2. Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to purchase, lease,operate, or maintain the products or services set forth in this Tyler Agreement,you may unilaterally terminate this Tyler Agreement upon thirty(30)days written notice to us. In the event of termination due to a lack of appropriations,you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received,or we have incurred or delivered, prior to the effective date of termination. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience. 3. Force Majeure. Either party has the right to terminate this Tyler Agreement if a Force Majeure event suspends performance of scheduled tasks for a period of thirty(30)days or more. In the event of termination due to Force Majeure,you will pay us for all undisputed fees and expenses related to the software, products,and/or services you have received,or we have incurred or delivered, prior to the effective date of termination. •4.. Vier 5