2.8. ERMUSR 03-15-2016 - Laserfiche WebLink

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5.3.2.Becomes a party to insolvency,receivership or bankruptcy proceedings or any other proceedings for the settlement of its debts,makes an assignment for the benefit of its creditors,or dissolves or ceases to do business. Should this Agreement be terminated pursuant to Section 5.3.1,Associate Member shall pay all Charges up to the effective date of termination.Associate Member agrees to cooperate with NISC in protecting NISC IP that may be jeopardized as a result of the Change in Control. 5.4.Obligations Upon Early Termination:If any Party terminates For Cause,Associate Member shall pay only the amount due up to and including the termination date and shall not be liable for any Early Termination Charges.If Associate Member terminates for Convenience,Associate Member shall pay the amount due up to and including the termination date and shall be liable for all Early Termination Charges.In the event of termination pursuant to Section 5.3, Associate Member shall pay the amount due up to and including the termination date and shall not be liable for any Early Termination Charges.In all events of early termination,NISC shall have no further obligation to provide any access to Software or Support Services after the termination date. 6.Termination 6.L Transition Services:-In the event Associate Member terminates this Agreement For Convenience or For Cause,NISC shall,if requested by Notice from Associate Member within thirty(30)days of the Notice of termination, provide transition services to Associate Member and reasonably cooperate with any successor service provider through the date of termination and for a reasonable time thereafter in order to give Associate Member an opportunity to avoid interruption in service. For transition services,Associate Member shall compensate NISC at its Hourly Rate,plus Costs.In the event Associate Member requires less than one-hundred eighty(180)days to transition to a new service provider,and NISC cannot reasonably accommodate such schedule without working overtime,Associate Member shall compensate NISC at one-and-one-half times(1.5x)its Hourly Rate,plus Costs.Payment and Invoicing shall be as set forth in Section 3. 6.2.Cessation of Use:Unless otherwise provided in a Transition Services Agreement,upon termination of this Agreement,Associate Member shall discontinue use of all Software(including any changes made by Associate Member) and Services and destroy or return to NISC all copies of the Software and NISC Confidential Information.Upon request by NISC,Associate Member will certify compliance with this section. 7.Hosted Software:The following provisions shall apply only with respect to Hosted Software. 7.1.Hosted Software: NISC shall provide Associate Member Access to the Hosted Software described in the applicable Ordering Documents. If the Hosted Software consists of more than one software application,this Agreement shall be deemed a separate and independent agreement with respect to each software application.Associate Member acknowledges that its access and use of the Hosted Software will be web-based only.The Hosted Software will not be provided to Associate Member in CD format(or any other form of media)and will not be installed on any servers or other computer equipment owned or otherwise controlled by Associate Member.Instead,the Hosted Software will be hosted by NISC and accessed and used by Associate Member through the use of the Internet and Associate Member's computers. NISC reserves all rights in and to the Hosted Software not specifically granted herein. 7.2.Obligations of NISC: NISC shall be responsible to: (7.2.1.)provide or contract to provide a professional environment to house the host system and associated hardware;(7.2.2.)administer and manage all equipment at NISC host facilities,including installation of the Hosted Software and the database software and any updates thereto;manage the database;and perform tuning,daily backup,and system backups,as deemed necessary in the reasonable-discretion of NISC; (7.2.3.)grant access to the Hosted Software;(7.2.4.)procure storage for data provided by Associate Member through the Hosted Software;(7.2.5.)provide technical support for the Hosted Software at the then-current rates published by NISC; (7.2.6.)use reasonable efforts to make the Hosted Software available twenty-four(24)hours per day,seven(7)days per week,excluding scheduled downtime for systems maintenance,such as diagnostics,upgrades,and operations reconfigurations,and unscheduled downtime caused by hardware failures,downtime in Associate Member's network or the Internet,and other forces beyond the immediate control of NISC;and,(7.2.7.)provide the Hosted Software in accordance with applicable laws and government regulations. To the extent practicable,scheduled downtime will take place on Page 3 ®2014-2015 NISC.All Rights Reserved CONFIDENTIAL 25203 SSA-NISC-elk River Municipal Utilities-v2-nisc(2).docx 150