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“Customer Indemnity Responsibilities”). Upon the occurrence of any claim for which indemnity is or may be due under this Section 9.1, or in the event that GovPilot believes that such a claim is likely, GovPilot may, at its option (a) appropriately modify the GovPilot Software so that they become non- infringing, or substitute functionally equivalent software or services; (b) obtain a license to the applicable third-party intellectual property rights; or (c) terminate the relevant Order or this Agreement on written notice to Customer and refund to Customer a portion of the license fees paid by Customer, pro-rated over the relevant Subscription Term on a Straight-line basis. The obligations set forth in this Section 9 shall constitute GovPilot’s entire liability and Customer’s sole remedy for any actual or alleged infringement or misappropriation. 9.2. Indemnification by Customer. Customer shall indemnify, hold harmless, and, at GovPilot’s option, defend GovPilot and its affiliates from and against all losses, expenses (including reasonable attorneys’ fees), damages, and liabilities resulting from any claim by any third party arising from or in connection with: (i) Customer Indemnity Responsibilities; and/or (ii) any claim that use of Customer Data in compliance with this Agreement violates any third party rights or applicable laws. 9.3. Indemnity Proceedings. The indemnity obligations set forth in Sections 9.1 and 9.2 are conditional upon the Party seeking an indemnity (the “Indemnified Party”) giving the Indemnifying Party (i) prompt written notice of the claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as the Indemnifying Party may reasonably request, at its expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, the Indemnifying Party shall not settle any third party claim against the Indemnified Party unless such settlement completely and forever releases the Indemnified Party with respect thereto or unless the Indemnified Party provides its prior written consent to such settlement. In any action for which the Indemnifying Party provides defense on behalf of the Indemnified Party, subject to the limitations above, the Indemnified Party may participate in such defense at its own expense by counsel of its own choice. 10. TERM AND TERMINATION. 10.1. Agreement. This Agreement shall become effective upon the Effective Date and shall remain in full force and effect, for the term indicated in any and all applicable Orders or Addenda (the “Term”), unless earlier terminated as set forth below. The Customer takes full responsibility for the effect of not terminating an Order within the time prescribed therein and accepts the additional fees and costs associated with such an event. In addition, any and all time and expenses shall be billed to the customer according to GovPilot’s standard schedule of fees for ongoing renewals. 10.2. Renewal. Unless otherwise stated in an Order or Work Statement, this agreement and all Subscription Terms for GovPilot Software and Support Services shall automatically renew for successive Terms of equal length if not canceled or amended, in writing, by either of the Parties at least ninety (90) days prior to the end of the existing Term. 10.3. Termination for Breach. Either Party may terminate this Agreement immediately upon written notice in the event that the other Party materially breaches this Agreement and thereafter (i) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof; or (ii) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within thirty (30) days after receiving written notice thereof. 10.4. Termination Upon Bankruptcy, Insolvency. Either Party may terminate this Agreement immediately upon written notice after the other Party has executed a general assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such other Party, which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days. Notwithstanding the foregoing, 10.5. Termination of Individual Addenda. In addition to each Party’s rights under Sections 10.1, 10.2, and 10.3, each Party may terminate any particular Work Statement according to any provision therein GovPilot Master Services Agreement — version 1.2 ~ Page 14