19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America 13. TERM AND TERMINATION 13.1 Term. This Agreement will be for a period of one (1) year ("Term") commencing on the Effective Date. This Agreement will automatically be renewed for successive one year periods, unless a party provides the other with written notice at least 45 calendar days prior to its next scheduled expiration stating that it does not wish for this Agreement to be renewed. If this Agreement expires, its terms and conditions will continue to apply to any SOW/Proposal then in effect until the SOW/Proposal expires or terminates. 13.2 Termination of a Statement of Work/Proposal for Convenience. Either party may terminate any outstanding SOW/Proposal, or any portion of a SOW/Proposal, for convenience upon at least 60 calendar days' prior written notice to the other party. Upon receipt of such notice, SpearTip will take steps to wind down work in progress in an orderly fashion during the notice period. At the end of the notice period and upon payment by Client as outlined below, SpearTip will deliver to Client whatever Deliverables, completed or in -progress, that then exist. 13.3 Termination of a Statement of Work for Cause. If either party believes that the other party has failed to perform an obligation a party is obliged to perform under a SOW/Proposal that is so fundamental that the failure to perform the obligation defeats the essential purpose of the SOW/Proposal (a "Breach"), then that party may provide written notice directed to the breaching party's Project Manager for the applicable SOW/Proposal describing the alleged Breach in reasonable detail. If the breaching party does not, within 30 calendar days (15 days for payment defaults) after receiving such written notice, either cure the Breach or develop a plan to cure the Breach (if the Breach is not one that can reasonably be cured within 30 calendar days) and diligently proceed according to the plan until the Breach has been cured, then the non -breaching party may terminate the affected SOW/Proposal, in whole or in part, for cause by written notice to the applicable Project Manager of the breaching party. Prior to termination of a SOW/Proposal for cause, the party receiving the initial notice under the preceding sentence will be afforded an opportunity to meet with a senior management representative of the non -breaching party to explain its position. The termination of any particular SOW/Proposal will not affect the parties' respective rights, duties and obligations under any other SOW/Proposal then in effect. 13.4 Termination Due to Insolvency. Either party may terminate this Agreement or an SOW/Proposal immediately if the other party (a) becomes or is declared insolvent or bankrupt; (b) is the subject of any proceeding relating to its liquidation or insolvency; (c) makes an assignment for the benefit of its creditors; or (d) enters into an agreement for the composition, extension or readjustment of all or substantially all of its assets. 13.5 Payment upon Termination. SpearTip will be paid for all Services performed through the effective date of termination, plus associated expenses and termination costs as follows: 14.5.1 SpearTip will be paid all fees for Services actually performed through the effective date of termination; 14.5.2 SpearTip will be paid for expenses incurred through the effective date of termination, plus costs and expenses reasonably incurred by SpearTip to terminate its performance of the Services earlier than anticipated, including without limitation costs to relocate any SpearTip personnel from Client's site, and costs to terminate any special contracts or leases entered into for the purpose of performing the terminated Services. SpearTip will use commercially reasonable efforts to minimize Client's termination costs under this section; and, 14.5.3 If Client terminates this Agreement for Convenience, in addition to the amount Client owes SpearTip pursuant to Sections 14.5.1 and 14.5.2, Client will owe SpearTip early termination fees as follows: (i) If the SOW/Proposal is terminated during the first year of the term or any renewal, term, fifty percent (50%) of the total fees that would have been earned during the balance of the term or renewal term; (ii) If the SOW/Proposal is terminated during the second year of the term or any renewal term, forty percent (40%) of the total fees that would have been earned during the balance of the term or renewal term; (iii) If the SOW/Proposal is terminated during the third year of the term or any renewal, term, thirty percent (30%) of the total fees that would have been earned during the balance of the term or renewal term. Any early termination fees will be due on the effective date of termination MSA 2020 6 Confidential and Proprietary