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source of the data. The license granted in this Section 1.9(c)shall survive any termination or expiration of this Agreement. x. City Data. In the event this Agreement expires or is terminated,OpenCounter will make available to the City a file,in a format mutually agreed upon by the parties,within sixty(6o)days of such termination or expiration if the City so requests at the time of termination or expiration. Upon termination for cause, OpenCounter shall have no obligation to maintain or to forward to City any City Content after sixty(6o days)of the effective date of such termination. 2. Fees, Payments and Taxes i. Fees. Fees for use of the Hosted Service and the provision of Professional Services are set forth in Exhibit B, and unless otherwise set forth therein are due and payable within thirty(3o)days of receipt of an invoice by City. u. Past Due Accounts.Accounts that are past due will be subject to a monthly charge of one and one-half percent(1.5%)per month,or the maximum rate permitted by the law,whichever is less. iii. Suspension of Services for Nonpayment.After notification by OpenCounter to City,accounts more than sixty (6o)days past due will be subject to suspension of Support Services until payment is received. iv. Taxes. No taxes apply 3. Term and Termination i. Term. Unless earlier terminated by either party as hereinafter provided,this Agreement shall commence upon the Effective Date and remain in effect for a minimum period of two(2)years,or such longer period as may be set forth in the applicable Service Order. This Agreement may, upon mutual written agreement, renew for consecutive one(i)year increments following the original Term. H. Termination for Cause. Either party may terminate this Agreement for a breach by the other party of any of its material terms, provided the non-breaching party provides to the breaching party thirty(3o)days written notice describing such breach and offering the breaching party an opportunity to cure. Failure to cure a material breach within the notice period shall result in automatic termination of this Agreement. 4. Indemnification i. Indemnity. Consultant agrees to indemnify,defend,and hold harmless the City, its officers, agents,and employees from and against any and all claims,demands,actions,damages,or judgments, including associated costs of investigation and defense arising in any manner from Consultant's negligence, recklessness,or willful misconduct in the performance of this agreement. OpenCounter+Pleasanton,California Master Services Agreement 3