Common use of Term Termination and Suspension Clause in Contracts

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. 15.1 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.be as set out in Schedule A. 18.3 15.2 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.A. 18.4 We 15.3 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 15.4 Either party may terminate this Agreement immediately, if the other party: (a) commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or b) commits an irremediable breach; or (bc) is subject to a change of control or chooses to discontinue its business; or (cd) if the other party has a lack of funding or becomes or is deemed insolvent; or (de) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 15.5 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 15.6 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 15.7 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 15.8 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 15.9 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 15.10 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 15.11 The rights arising under this termination section clause represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. . 18.2 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 18.3 You shall not commence any additional service after the Completion Date or in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-day- to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 18.4 Either party may terminate a the Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 18.5 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 18.6 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or its parent or holding entity becomes or is deemed insolvent, is unable to pay its debts as they fall due, has a receiver, administrative received, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors or an order or resolution is made for its dissolution or liquidation other than for the purpose of solvent amalgamation or reconstruction, or it takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction; or (d) if the other party’s performance is affected by a force majeure event which lasts seven Ten (710) days Business Days or more. 18.6 18.7 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 18.8 Upon expiry or termination of this Agreement, you shall promptly return all Government our property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 18.9 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 18.10 We may temporarily suspend a the Service hereunder and shall confirm such instruction in writing to you. 18.10 18.11 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a the Service. If, following suspension of a the Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 18.12 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 18.13 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service services in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us the Government beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) 24 hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. . 18.2 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 18.3 You shall not commence any additional service after the Completion Date or in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-day- to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 18.4 Either party may terminate a the Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 18.5 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 18.6 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or its parent or holding entity becomes or is deemed insolvent, is unable to pay i ts debts as they fall due, has a receiver, administrative received, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors or an order or resolution is made for its dissolution or liquidation other than for the purpose of solvent amalgamation or reconstruction, or it takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction; or (d) if the other party’s performance is affected by a force majeure event which lasts seven Ten (710) days Business Days or more. 18.6 18.7 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 18.8 Upon expiry or termination of this Agreement, you shall promptly return all Government our property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 18.9 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 18.10 We may temporarily suspend a the Service hereunder and shall confirm such instruction in writing to you. 18.10 18.11 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a the Service. If, following suspension of a the Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 18.12 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 18.13 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that any service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 17.1 This Agreement shall be effective from the Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 17.2 You shall not commence any additional service services in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) 24 hours prior written notice by either party to the other. 18.3 17.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 17.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 17.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or; (b) is subject to a change of control or chooses to discontinue its business; or; (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 17.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 17.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 17.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 17.9 We may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 17.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) months, this Agreement may be terminated by you, and us we shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 17.11 We may issue a written order to resume the provision of the Service Services within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 17.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. 16.1 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.be as set out in Schedule A. 18.3 16.2 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.A. 18.4 We 16.3 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 16.4 Either party may terminate this Agreement immediately, if the other party: (a) commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or b) commits an irremediable breach; or (bc) is subject to a change of control or chooses to discontinue its business; or (cd) if the other party has a lack of funding or becomes or is deemed insolvent; or (de) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 16.5 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 16.6 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 16.7 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 16.8 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 16.9 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 16.10 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 16.11 The rights arising under this termination section clause represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service services in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us the Government beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) 24 hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement. 19.1 Upon request by the Government prior to or within sixty (60) days after the effective date of termination, you will make available to Government a complete and secure (i.e. encrypted and appropriately authenticated) file of Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format. 19.2 You will be available throughout this transfer of Data period to answer questions about all elements of the Data transfer process so that Government may fully access and utilize the transferred Data. 19.3 If required, you shall manage the transfer of all Data and technical assets to a service provider of the Government’s choice, at your Expense. 19.4 You shall guarantee that the Source Code shall be fully source controlled with a complete history of all changes. The Source Code shall adhere to professional standards in terms of quality and organisation where necessary to allow other Government to be able to access and use the Source Code.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 be as set out in Schedule A. Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We A. Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 . Either party may terminate this Agreement immediately, if the other party: (a) : commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or commits an irremediable breach; or (b) or is subject to a change of control or chooses to discontinue its business; or (c) or if the other party has a lack of funding or becomes or is deemed insolvent; or (d) or if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 . In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 . Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 . Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We . The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 . Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We . The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 . The rights arising under this termination section clause represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement. Upon request by the Government prior to or within sixty (60) days after the effective date of termination, you will make available to Government a complete and secure (i.e. encrypted and appropriately authenticated) file of Government Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format. You will be available throughout this transfer of Data period to answer questions about all elements of the Data transfer process so that Government may fully access and utilize the transferred Data.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term6.1. The Service shall term of each Order Form is set forth therein. Each SOW will commence on the Commencement Date effective date set forth therein and continue until completion of the Completion Services set forth in that SOW, unless otherwise specified therein. Section 3, your payment obligations, confidentiality and any term or provision that applies to events occurring following termination or expiration, will survive termination or expiration of an Agreement. 6.2. A Party may terminate an Agreement upon written notice to the other Party in the event the other Party materially breaches any of its representations or warranties made hereunder or materially fails to substantially perform its obligations under an Agreement, provided that written notice of such breach or failure has been provided by the non-breaching Party specifying such breach or failure, and if such breach or failure is capable of cure, such breach or failure to perform is not cured within thirty (30) calendar days of the breaching Party's receipt of such notice. Further, Trimble may terminate all Order Form(s) and SOWs then in effect immediately and without notice to or opportunity to cure by you in the event (i) you intentionally use Products in a fraudulent manner, a manner adversely affecting the provision of our Products to others or in violation of any applicable laws, rules or regulations; (ii) you cease to do business in the manner in which it was conducted as of the Effective Date; (iii) there is a change of law, whereupon this Agreement shall expire unless terminated earlier statute, or regulation that prevents us from providing our Products to you. 6.3. Upon termination or expiration of an Order Form or SOW, (i) each Party will cease performance of its obligations under that contract, Order Form or SOW; (ii) all fees and expenses due or accrued to us for services provided and expenses incurred on or prior to the effective date of termination or expiration will become immediately due and payable by you; and (iii) each Party will promptly destroy any of the other Party’s Confidential Information or other materials in its possession or control provided in connection with that contract, Order Form or SOW and will provide a written certification of destruction executed by an officer upon request, provided, however, that (a) we will maintain data in our systems in accordance with our standard data retention cycle, and (b) neither Party will be required to destroy or return digitally archived data stored as part of its standard network back-up practices provided that the data is secured and not readily accessible and is destroyed in accordance with its terms. 18.2 You shall not commence any additional service regular backup retention cycle, provided that while in its possession such Party continues to treat the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause data in accordance with the termination notice period as its confidentiality obligations set out forth in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 be as set out in Schedule A. Either party may terminate a Service or this Agreement, in part or in whole, without cause, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We A. Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 . Chronic Service Failure: In the event of 2 months of service level non-compliance on your part, the Government may discontinue any or all of the affected Services or terminate this Agreement without liability except for Fees incurred prior to discontinuation of the Services or termination of this Agreement. Either party may terminate this Agreement immediately, if the other party: (a) : commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or commits an irremediable breach; or (b) or is subject to a change of control or chooses to discontinue its business; or (c) or if the other party has a lack of funding or becomes or is deemed insolvent; or (d) or if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 . In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 . The rights arising under this termination clause represent your sole remedy and excludes common law rights to terminate and claim damages for loss of this Agreement. Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 . Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We . The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 . Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We . The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. 15.1 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.be as set out in Schedule A. 18.3 15.2 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.A. 18.4 We 15.3 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 15.4 Either party may terminate this Agreement immediately, if the other party: (a) commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or b) commits an irremediable breach; or (bc) is subject to a change of control or chooses to discontinue its business; or (cd) if the other party has a lack of funding or becomes or is deemed insolvent; or (de) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 15.5 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 15.6 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your you possession, custody or power and provide a signed statement that you have fully complied with your you obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 15.7 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 15.8 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 15.9 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 15.10 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 15.11 The rights arising under this termination section clause represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss losses you may suffer under this Agreement.

Term Termination and Suspension. 18.1 (a) This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Effective Date and shall continue in full force and effect until the Completion Datedate that the last Scope of Services expires or is terminated, whereupon unless sooner terminated as provided for herein (the “Term”). If this Agreement is terminated while any Scope of Services is still in effect, then such Scope of Services shall expire unless terminated earlier automatically terminate. UI may, in accordance its sole discretion, extend the term of any Scope of Services for additional one-month periods through the issuance to Contractor of a Change Order in the form of Exhibit B. The Scope of Services shall set forth the period of performance and the services, respectively, to be performed with its termsrespect to the Scope of Services. 18.2 You shall (b) UI may terminate this Agreement immediately by written notice to Contractor if Contractor has availed itself of, or been subjected to by any third party, (i) a proceeding in bankruptcy in which Contractor is the named debtor, (ii) an assignment by Contractor for the benefit of its creditors, (iii) the appointment of a receiver for Contractor, or (iv) any other proceeding involving insolvency or the protection of, or from, creditors, , and same has not commence been discharged or terminated without any additional service prejudice to Contractor’s rights or interests under this Agreement within sixty (60) days. (c) Notwithstanding anything to the contrary contained in the event of notification of termination of this Section 10, UI may terminate this Agreement, howeverand/or any Scope of Services, at any time for any or no reason by giving Contractor written notice of termination, and this Agreement, and/or the applicable Scope of Services, shall terminate on the effective date specified in such notice. (d) Notwithstanding anything to the contrary contained in this Section 10, in the event that a Party is in material breach of this Agreement or a Scope of Services, the other Party may terminate this Agreement, or the applicable Scope of Services, thirty (30) days after written notice of such breach is given to such other Party if the other Party fails to cure such breach within such thirty (30) day period, except if time is of the essence (as may be set forth in a Scope of Services), in which case UI may terminate this Agreement or the applicable Scope of Services immediately without a cure period. Notwithstanding anything to the contrary contained in this Agreement, no payments shall be due from UI to Contractor following the effective date of any termination by UI in accordance with this Section 10(d) unless such payments relate to Services provided prior to such effective date of termination. (e) Following service is provided of a notice pursuant to us beyond this Section 10 terminating this Agreement, but prior to the Completion Dateeffective date of such termination, each Party shall continue to abide by the terms and conditions of this Agreement and comply fully with its obligations hereunder and it shall continue on not in any way hinder or interrupt the performance of this Agreement during any period between the date of service of a day-to-day basis terminable without cause upon twenty-four termination notice pursuant to this Section 10 and the date of actual termination. (24f) hours prior written notice by either party Upon termination of this Agreement pursuant to this Section 10: (i) Contractor shall render an invoice in respect of any Services performed since the date of the last invoice issued under Section 4 and up to the othertermination date; and (ii) UI shall pay the undisputed amounts of such invoice under Section 4. 18.3 Either party may terminate a Service or this Agreement(g) UI may, in part or in wholeits sole discretion, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may immediately terminate this Agreement in the event that Contractor, its Personnel or any of its subcontractors and their personnel (i) is/are performing or alleged to be performing illegal activities during or in connection with the performance of Services, including but not limited to theft, fraud, hazardous driving, or the use of alcohol or illegal/controlled substances, (ii) is/are acting or have acted in an unprofessional manner to UI customers and/or (iii) is/are acting or have been alleged to have acted in a manner that has or could reasonably be expected to harm persons or property or jeopardize/pose a threat to the safety of persons or property or to the reliability or operation of UI’s electrical system. (h) Termination shall be without prejudice to any rights or remedies either Party may have against the other in respect of any breach of the terms of this Agreement; provided, however, that except as otherwise required by Section 6, neither Party shall be liable for any claim for loss of profit, loss of contract or loss of revenue if either Party terminates this Agreement prior to any project completion date specified in the Scope of Services. (i) UI may at any time based upon your default time, for any reason (including no reason) immediately suspend Contractor’s performance of your obligations under this Agreementthe Services by written or oral notice to Contractor or any of the Personnel. WeFollowing such suspension UI may, in our its sole discretion, may provide you with permit Contractor to continue such performance at a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to later date or terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are dueSection 10. 18.11 We may issue a written order (j) Additional provisions, if any, related to resume the provision of the Service within six (6) months of suspension performance goals and objectives in accordance connection with the terms and conditions of Services, including but not limited to, UI’s right to take action, (including but not limited to terminating this Agreement, for Contractor’s failure to meet such performance goals and objectives), are provided for in the Scope of Services. Such provisions are in addition to and do not limit in any way UI’s termination rights provided for in this Section 10. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day day‐to‐day basis terminable without cause upon twenty-four twenty‐four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up back‐up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The provision of a Service shall commence on the Commencement Date and continue until for the Completion DateTerm. Upon acceptance of the System by the Government, whereupon the Term and this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 . You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that any additional service is provided to us beyond the Completion DateTerm, or another date as provided by us, then the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four twenty (24) hours prior written notice by either party to the other. 18.3 Either party . We may terminate the Project, or a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 . We may terminate this Agreement at any time based upon your the default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 . Either party may terminate this Agreement immediately, if the other party: (a) : commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) or if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 . In the event of termination of this Agreement, all Fees then the Fee due and payable shall be paid to you. 18.7 . Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 . Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 . We may temporarily suspend the Project or a Service hereunder and shall confirm such instruction in writing to you. 18.10 . Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of the Project or a Service. If, following suspension of the Project or a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us we shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 . We may issue a written order to resume the provision of the Project or a Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 . The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement. Upon our request, prior to or within sixty (60) days after the effective date of termination, you will make available to us a complete and secure (i.e. encrypted and appropriately authenticated) file of Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format. You will be available throughout this transfer of Data period to answer questions about all elements of the Data transfer process so that we may fully access and utilize the transferred Data. If required, you shall manage the transfer of all Data and technical assets to a service provider of our choice, at your Expense. You shall guarantee that the Source Code shall be fully source controlled with a complete history of all changes. The Source Code shall adhere to professional standards in terms of quality and organisation where necessary to allow us to be able to access and use the Source Code.

Term Termination and Suspension. 18.1 16.1 This Agreement shall be effective from the Effective Date for the Term. . 16.2 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 16.3 You shall not commence any additional service after the Completion Date or in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-day- to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 16.4 Either party may terminate a the Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 16.5 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 16.6 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or its parent or holding entity becomes or is deemed insolvent, is unable to pay i t s debts as they fall due, has a receiver, administrative received, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with i ts creditors or an order or resolution is made for its dissolution or liquidation other than for the purpose of solvent amalgamation or reconstruction, or it takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction; or (d) if the other party’s performance is affected by a force majeure event which lasts seven Ten (710) days Business Days or more. 18.6 16.7 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 16.8 Upon expiry or termination of this Agreement, you shall promptly return all Government our property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 16.9 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 16.10 We may temporarily suspend a the Service hereunder and shall confirm such instruction in writing to you. 18.10 16.11 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a the Service. If, following suspension of a the Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 16.12 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 16.13 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service services in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us the Government beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-twenty- four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 11.1 This Agreement shall be effective from as of the Effective Date and will continue in effect for one year or such longer initial term pe riod as specified in the Order Form (the “Initial Term. The Service shall commence on ”), and then automatically renew for successive one year periods thereafter (each a “Renewal Term” and collectively with the Commencement Date Initial Term, the “Term”), unless and continue until the Completion Date, whereupon this Agreement shall expire unless it is terminated earlier in accordance with its termsthis Section 11. The Initial Term and each Renewal Term are also each referred to herein as a “License Year.” 18.2 You shall not commence any additional service in the event of notification of termination of 11.2 World Fuel may terminate this Agreement, however, Agreement immediately upon notice to Licensee in the event that service is provided Licensee breaches any of its obligations pursuant to us beyond the Completion DateSection 2 (License), the terms and conditions Section 3 (Restrictions on Use), Section 5 (Ownership of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four Intellectual Property) or Section 12 (24) hours prior written notice by either party Confidentiality). World Fuel may suspend or terminate Licensee’s access to the otherSoftware immediately in the event all fees have not been paid. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 11.3 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or materially breaches any obligation and fails to cure such breach within thirty (d) if the other party’s performance is affected by a force majeure event which lasts seven (730) days or moresuch other time period as the parties may agree in writing after receipt of written notice by the non-breaching party specifying the nature of the breach. 18.6 11.4 Either Party may terminate this Agreement for convenience at any time upon thirty (30) days prior written notice and such termination shall be effective as of the end of the month in which such termination date occurs. In the event Licensee terminates pursuant to this Section 11.4, Licensee shall remain responsible for paying all unpaid fees for the duration of the then-current License Year. In the event Licensor terminates pursuant to this Section 11.4, Licensee shall not be obligated to pay any amounts due for periods after the effective date of such termination, and Licensor shall refund any amounts prepaid for periods after the termination date. 11.5 Upon the termination of this Agreement for any reason, (i) all rights and licenses granted hereunder shall terminate, except those that survive pursuant to Section 11.6; (ii) Licensee shall cease all use of the Software; (iii) World Fuel shall cease using Customer Data; (iv) World Fuel may cease providing any Support Services and terminate Licensee’s and its authorized users’ access to the Software; and (v) where the Licensee possesses the Software, the Software will be returned to World Fuel. Moreover, upon request each party shall promptly (i) return to the other Party any Confidential Information (as defined in below) of World Fuel in Licensee’s possession or control, together with all related materials or (ii) destroy Confidential Information and certify in writing that such party has done so; provided, however, that World Fuel may retain Customer Data as required for compliance with applicable law, and in its back-ups, archives, and disaster recovery systems until deleted in its ordinary course. 11.6 Termination for any reason of this Agreement does not release Licensee from any liability that at the time of such termination has accrued to World Fuel, or that may accrue in respect of any act or omission before such termination. Without limiting the foregoing, Licensee’s obligation to make all payments due to World Fuel as of the termination of this Agreement shall survive such termination. The provisions of this Agreement concerning ownership, disclaimers, waivers, indemnification, insurance, the effect of termination, confidentiality, audits, publicity, non-solicitation, interpretation of this Agreement and any other provisions of this Agreement that by their terms or nature survive the termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or remain in effect after termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under 11.7 World Fuel may suspend or terminate or otherwise deny Licensee or any of its authorized users access to or use of all or any part of the Software or services, without any resulting obligation or liability, in the event World Fuel receives any judicial or other governmental request to do so, believes in its good faith discretion that, Licensee or any individual accessing Licensee’s account is in breach of this termination section represent your sole remedy Agreement or likely to be involved in any fraudulent, misleading or unlawful activities, or that the security or integrity of its systems and excludes common law rights services may be threatened or otherwise adversely affected. Additionally. World Fuel may suspend or terminate this Agreement if Licensee fails to terminate and claim damages for any Loss you may suffer under this Agreementmeet its payment obligations hereunder in full.

Term Termination and Suspension. 18.1 7.1. This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire will remain in effect unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1terms herein. 18.4 We 7.2. If the Minimum Commitment Period applies to you, you may terminate this Agreement by serving an advance written notice of termination, at least two (2) months prior to the expiration of the Minimum Commitment Period. If the Minimum Commitment Period does not apply to you, you may terminate this Agreement at any time based upon your default of your obligations under this Agreementtime, by giving one (1) month’s prior written notice. 7.3. We, in our sole discretion, may provide If you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis wish to terminate this Agreement as other than in accordance with clause 7.2, subject to the terms herein after appearing, you may terminate this Agreement by serving an advance notice of fourteen (14) days, at any time during the Term of this Agreement. You acknowledge that the termination of this Agreement other than in accordance with clause 7.2, is detrimental to DHIRAAGU’s commercial interests. Hence, you agree that in the event of termination prior to the expiration of the then current Minimum Commitment Period, you shall pay to DHIRAAGU the total Charges applicable for the remainder of the then current Minimum Commitment Period and the total sum of any discounts (if any) that was given to you upon signing this Agreement. Aforementioned Charges cannot be rebated, transferred to any other account or Service you may have with us, or reimbursed to you. 7.4. You understand and agree that if a result Service Package change requires changes to the gateway limits or Devices applicable to your current Service Package, you may be required to terminate this Agreement, and resubmit an application for a new agreement under these Terms. Any such termination will be subject to the specific terms set out in this section, including clause 7.2. 7.5. We may terminate this Agreement in the event of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided thereinbreach of this Agreement, and which (in the case of a breach capable of being remedied) is not remedied within thirty (30) days of a written request for remedy. 7.6. We may at our sole discretion elect to immediately terminate this Agreement either wholly or partially, or suspend the provision of the Services until further notice, upon notifying you shall to that effect, either cure the specified breach orally or provide assurances to cure the same which wein writing, in the event that (a) any permit, license, authority or consent which we may require in order to carry out our sole discretionobligations under this Agreement is refused, deem adequatewithdrawn, suspended, or terminated. Should this occur we will give you such notice as is reasonably practicable in the circumstances then prevailing; (b) you fail to comply with any reasonable instructions relating to the Service, misuse the Service, and/or use the Service in such a manner as to infringe upon our IPR or IPR of any of our Third Party Suppliers; (c) we become aware, or have reasonable grounds to suspect that you provided false, inaccurate, unverifiable information; (d) identification or suspicion of any unauthorised, abusive, fraudulent or unlawful use or misuse of the Services; (e) we have reasonable ground to believe that your use of the Service may create liability to you, us, and/or any third-party; or (f) in case of a breach which is not capable of being remedied. We may also suspend the Service with immediate effect where it is necessary to carry out any maintenance or repair to the Service. 18.5 7.7. Either party may terminate this Agreement immediately, if with notice to the other in the event that, being a corporate entity, an order is made or an effective resolution is passed for the winding up or dissolution of either party: , or a receiver or administrative receiver or administrator is appointed in relation to either party (aother than for the purpose of amalgamation or reconstruction) commits an irremediable breach; or (b) or any distress or execution, attachment, garnishment or like process is subject to a change of control levied or chooses to discontinue its business; or (c) if the other party has a lack of funding enforced upon or becomes or is deemed insolvent; or (d) if the other against either party’s performance is affected by a force majeure event which lasts seven (7) days property or moreeither party makes or attempts to make any arrangement or composition with its creditors. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 7.8. Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspensiontermination, we shall pay bill you for all Fees and Expenses up until Charges which have not yet been billed by us prior to termination of the time of such suspension of a Service. If, following suspension of a Service, there and any outstanding or due amounts. If you have paid a monthly Charge in advance of the date of termination you will not receive a refund, rebate or any reimbursement in respect of any unexpired part of the relevant month for which you have paid. You agree to pay the bill on or before the date upon which payment is no resumption within six (6) months, required. 7.9. The termination or expiration of this Agreement may for any reason shall be terminated by you, without prejudice to any pre-existing rights and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision obligations of the Service within six (6) months of suspension in accordance with the terms and conditions of this AgreementParties hereunder. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us the Government beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-twenty- four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. 11.1 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.be as set out in Schedule A. 18.3 11.2 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.A. 18.4 We 11.3 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 11.4 Either party may terminate this Agreement immediately, if the other party: (a) commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or b) commits an irremediable breach; or (bc) is subject to a change of control or chooses to discontinue its business; or (cd) if the other party has a lack of funding or becomes or is deemed insolvent; or (de) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 11.5 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 11.6 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 11.7 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 11.8 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 11.9 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 11.10 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 11.11 The rights arising under this termination section clause represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 17.1 This Agreement shall be effective from the Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 17.2 You shall not commence any additional service services in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us the Government beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) 24 hours prior written notice by either party to the other. 18.3 17.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We 17.4 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 17.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 17.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 17.7 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 17.8 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 17.9 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 17.10 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 17.11 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 17.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement. 18.1 Upon request by the Government prior to or within sixty (60) days after the effective date of termination, you will make available to Government a complete and secure (i.e. encrypted and appropriately authenticated) file of Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format. 18.2 You will be available throughout this transfer of Data period to answer questions about all elements of the Data transfer process so that Government may fully access and utilize the transferred Data. 18.3 If required, you shall manage the transfer of all Data and technical assets to a service provider of the Government’s choice, at your Expense. 18.4 You shall guarantee that the Source Code shall be fully source controlled with a complete history of all changes. The Source Code shall adhere to professional standards in terms of quality and organisation where necessary to allow other Government to be able to access and use the Source Code.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 . You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 . Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 . We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 . Either party may terminate this Agreement immediately, if the other party: (a) : commits an irremediable breach; or (b) or is subject to a change of control or chooses to discontinue its business; or (c) or if the other party has a lack of funding or becomes or is deemed insolvent; or (d) or if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 . In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 . Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 . Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 . We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 . Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 . We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 . The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement. Upon our request and prior to or within sixty (60) days after the effective date of termination, you will make available to us a complete and secure (i.e. encrypted and appropriately authenticated) file of Data in a format to be agreed at the time including all schematics and transformation definitions and/or delimited text files with documented, detailed schematic definitions along with attachments in their native format. You will be available throughout this transfer of Data period to answer questions about all elements of the Data transfer process so that we may fully access and utilize the transferred Data. If required, you shall manage the transfer of all Data and technical assets to a service provider of our choice, at your Expense. You shall guarantee that the Source Code shall be fully source controlled with a complete history of all changes. The Source Code shall adhere to professional standards in terms of quality and organisation where necessary to allow our personnel to access and use the Source Code.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. 15.1 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions Term of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other.be as set out in Schedule A. 18.3 15.2 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1.A. 18.4 We 15.3 Government may terminate this Agreement at any time based upon your default of your obligations under this Agreement. WeThe Government, in our its sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which wethe Government, in our its sole discretion, deem deems adequate. 18.5 15.4 Either party may terminate this Agreement immediately, if the other party: (a) commits a material breach of this Agreement, which is not remedied within 30 days of notice by the other party informing them of the material breach; or b) commits an irremediable breach; or (bc) is subject to a change of control or chooses to discontinue its business; or (cd) if the other party has a lack of funding or becomes or is deemed insolvent; or (de) if the other party’s performance is affected by a force majeure event which lasts seven (7) 7 days or more. 18.6 15.5 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 15.6 Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your you possession, custody or power and provide a signed statement that you have fully complied with your you obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 15.7 Upon expiry or termination of this Agreement, you shall provide us Government with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us the Government including assisting with the transfer of Data. 18.9 We 15.8 The Government may temporarily suspend a Service the Services hereunder and shall confirm such instruction in writing to you. 18.10 15.9 Upon any such suspension, we the Government shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) 6 months, this Agreement may be terminated by you, and us the Government shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We 15.10 The Government may issue a written order to resume the provision of the Service Services within six (6) 6 months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 You shall not commence any additional service in the event of notification of termination of this Agreement, however, in the event that service is services are provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected by a force majeure event which lasts seven (7) days or more. 18.6 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 Upon expiry or termination of this Agreement, you shall return all BPS or Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 We may temporarily suspend a Service hereunder and shall confirm such instruction in writing to you. 18.10 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a Service. If, following suspension of a Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 This Agreement shall be effective from the Effective Date for the Term. . 18.2 The Service shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 18.3 You shall not commence any additional service after the Completion Date or in the event of notification of termination of this Agreement, however, in the event that service is provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-day- to-day basis terminable without cause upon twenty-four (24) hours prior written notice by either party to the other. 18.3 18.4 Either party may terminate a the Service or this Agreement, in part or in whole, during the Term upon prior written notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 18.5 We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 18.6 Either party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or (b) is subject to a change of control or chooses to discontinue its business; or (c) if the other party has a lack of funding or its parent or holding entity becomes or is deemed insolvent, is unable to pay i t s debts as they fall due, has a receiver, administrative received, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with i ts creditors or an order or resolution is made for its dissolution or liquidation other than for the purpose of solvent amalgamation or reconstruction, or it takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction; or (d) if the other party’s performance is affected by a force majeure event which lasts seven Ten (710) days Business Days or more. 18.6 18.7 In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 18.8 Upon expiry or termination of this Agreement, you shall promptly return all Government our property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Information, stored in any way using any device or application and all matter derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 18.9 Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 18.10 We may temporarily suspend a the Service hereunder and shall confirm such instruction in writing to you. 18.10 18.11 Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a the Service. If, following suspension of a the Service, there is no resumption within six (6) months, this Agreement may be terminated by you, and us shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 18.12 We may issue a written order to resume the provision of the Service within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 18.13 The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer under this Agreement.

Term Termination and Suspension. 18.1 17.1. This Agreement shall be effective effective from the Effective Effective Date for the Term. The Service Services shall commence on the Commencement Date and continue until the Completion Date, whereupon this Agreement shall expire unless terminated earlier in accordance with its terms. 18.2 17.2. You shall not commence any additional service services in the event of notification notification of termination of this Agreement, however, in the event that service is services are provided to us beyond the Completion Date, the terms and conditions of this Agreement shall continue on a day-to-day basis terminable without cause upon twenty-four (24) 24 hours prior written wri[en notice by either party to the other. 18.3 17.3. Either party may terminate a Service or this Agreement, in part or in whole, during the Term upon prior written wri[en notice without cause in accordance with the termination notice period as set out in Schedule 1. 18.4 17.4. We may terminate this Agreement at any time based upon your default of your obligations under this Agreement. We, in our sole sole discretion, may provide you with a notice to cure (“Cure Notice”) the breach that would otherwise amount to a basis to terminate this Agreement as a result of your failure to fulfill fulfill your obligations hereunder. You shall respond to any such Cure Notice within a reasonable time or within such time as provided therein, and you shall either cure the specified specified breach or provide assurances to cure the same which we, in our sole discretion, deem adequate. 18.5 Either 17.5. E i ther party may terminate this Agreement immediately, if the other party: (a) commits an irremediable breach; or; (b) is subject to a change of control or chooses to discontinue its business; or; (c) if the other party has a lack of funding or becomes or is deemed insolvent; or (d) if the other party’s performance is affected affected by a force majeure event which lasts seven (7) days or more. 18.6 17.6. In the event of termination of this Agreement, all Fees then due and payable shall be paid to you. 18.7 17.7. Upon expiry or termination of this Agreement, you shall return all Government property or information or you shall irretrievably delete, as commercially practicable as possible, all Confidential Confidential Information, stored in any way using any device or application and all matter ma[er derived from such sources which is in your possession, custody or power and provide a signed statement that you have fully complied with your obligations under this section, save for any back-up required by law or as required in accordance with your record retention policy. 18.8 17.8. Upon expiry or termination of this Agreement, you shall provide us with all such assistance as may be reasonably necessary in order to end the relationship in a manner which causes the least inconvenience to us including assisting with the transfer of Data. 18.9 17.9. We may temporarily suspend a Service the Services hereunder and shall confirm confirm such instruction in writing to you. 18.10 17.10. Upon any such suspension, we shall pay all Fees and Expenses up until the time of such suspension of a ServiceServices. If, following suspension of a Servicethe Services, there is no resumption within six (6) months, this Agreement may be terminated by you, and us we shall make a payment of all outstanding Fees and Expenses in accordance with this Agreement if such amounts are due. 18.11 17.11. We may issue a written wri[en order to resume the provision of the Service Services within six (6) months of suspension in accordance with the terms and conditions of this Agreement. 18.12 17.12. The rights arising under this termination section represent your sole remedy and excludes common law rights to terminate and claim damages for any Loss you may suffer suffer under this Agreement.