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DocuSign Envelope ID:BF158607-039B-45C7-BF4E-235E368E5BDF Attachment 2 cp CivicPlus Master Services Agreement This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and between CivicPlus, LLC ("CivicPlus") and the client entity identified on the SOW ("Client"). This Agreement governs the use and provision of any Services purchased by Client,as described in any signed SOW,and the effective date of this Agreement shall commence on the date of signature of the SOW("Effective Date").If a SOW has not been executed,then the Effective Date shall be determined as the start date of implementation of any software solution by CivicPlus for Client.CivicPlus and Client referred to herein individually as"Party"and jointly as"Parties". Recitals I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community engagement and government content management software solutions,platforms and associated services(the"Services");and II. WHEREAS,Client wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services,as set forth in the SOW; NOW,THEREFORE,Client and CivicPlus agree as follows: Agreement Term&Termination 1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Client,or Services are being provided by CivicPlus to Client,unless terminated in accordance with this §1 or as otherwise provided in this Agreement(the"Term").Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach.A delinquent Client account remaining past due for longer than 90 days is a material breach by Client and is grounds for CivicPlus termination. 2. Upon termination of this Agreement or any SOW for any reason,(a)the licenses granted for such relevant SOW by §11 below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed under outstanding invoices or future planned billing for the completed development and implementation of the Client's Services,as defined in the SOW("Project Development"),shall immediately become due in full and payable. Sections 7,8, 10, 14, 15, 18,29-31,39,and 40 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing&Payment Terms 4. Client will pay the amounts owed to CivicPlus for the Project Development,subscription and licensing,and annual hosting, support and maintenance services ("Annual Recurring Services") in accordance with the payment schedule set forth on the applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet that is 1 of 7