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Section 10.5,if OpenGov determines that Customer ’s personnel or contractors are not completing Customer ’s responsibilities described in the applicable SOW timely or accurately,OpenGov may place the Professional Services on hold.If OpenGov places a Customer on hold,OpenGov will ensure that Customer is made aware of its obligations necessar y for OpenGov to continue performing the Professional Services.Upon placing a customer on hold,OpenGov may,without penalty,suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations.OpenGov shall bear no liability or other wise be responsible for delays in the provision of the Professional Services occasioned by Customer ’s failure to complete Customer ’s responsibilities. 7.1.4.2.On Hold Notice;On Hold Fee.OpenGov may also issue an “On Hold Notice” specifying that the Customer will be invoiced for lost time in production (e.g., delayed or lost revenue resulting from rescheduling work on other projects,delay in receiving milestone payments from Customer,equipment,hosting providers and human resources idle)for a fee equal to 10%of the first year ’s fee for Software Services.OpenGov may remove the on hold status and may rescind the fee in its discretion upon Customer ’s fulfillment of its obligations set out in the On Hold Notice.And OpenGov may extend the timeline to complete certain Professional Services depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). 7.2.Consequences of Non-Payment.If Customer fails to make any payments required under any Order Form or SOW,then in addition to any other rights OpenGov may have under this Agreement or applicable law,(a)Customer will owe late interest penalty of 1.5%of the outstanding balance per month,or the maximum rate permitted by law,whichever is lower and (b)If Customer ’s account remains delinquent (with respect to payment of a valid invoice)for 30 days after receipt of a delinquency notice from OpenGov,which may be provided via email to Customer ’s designated billing contact,OpenGov may temporarily suspend Customer ’s access to the Software Service for up to 90 days to pursue good faith negotiations before pursuing termination in accordance with Section 6.3.Customer will continue to incur and owe all applicable fees irrespective of any such Service suspension based on such Customer delinquency. 7.3.Taxes.All fees under this Agreement are exclusive of any applicable sales,value-added, use or other taxes (“Sales Taxes”).Customer is solely responsible for any and all Sales Taxes,not including taxes based solely on OpenGov ’s net income.If any Sales Taxes related to the fees under this Agreement are found at any time to be payable,the amount may be billed by OpenGov to,and shall be paid by,Customer.If Customer fails to pay any Sales Taxes,then Customer will be liable for any related penalties or interest,and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes.In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes,Customer agrees to provide OpenGov,as evidence of such tax exempt status,proper exemption certificates or other documentation acceptable to 5 OpenGov Master Services Agreement Revised June 1,2023 DocuSign Envelope ID: B15D270E-E3B1-4F57-8C92-589FF8DAFA15DocuSign Envelope ID: 2B2F7267-322F-4A10-85EF-ADB56278A499