Fixed Term Commitment: In order to avail the benefit of the pricing mentioned in this proposal, neither Party will terminate this Agreement for convenience during the Initial Term of one year from the start date of the agreement. The Agreement will have clear starting and ending dates.

1. Termination for Breach: Either Party may terminate this Agreement for default in the event the other Party is in breach of its obligations, representations, or warranties, which is not curable. If such breach is curable, and has not been cured within thirty (30) Business Days of written notice specifying the breach, the nondefaulting Party may terminate the Agreement with a 45-day notice period.

2. Immediate Termination Rights: Either Party shall have the right to immediately terminate this Agreement under the following circumstances:

3. Any acts or omissions by the other Party that adversely impact the quality of services, intellectual property rights, or Confidential Information of the non-defaulting Party. a. b.Any unethical, fraudulent, unlawful, or corrupt acts or omissions by the defaulting Party. If either Party makes an arrangement or enters into a compromise with its creditors, becomes subject to receivership, administration, liquidation, or winding up, applies to court for or obtains a moratorium, is unable to pay its debts, becomes insolvent, or is subject to any similar process or event. c.

4.Consequences of Termination: Upon termination of this Agreement for any reason: a.The Client shall be disconnected from, and no further services on the Zovian platform will be provided. All outstanding fees and charges till the date of termination due to Zovian shall become payable by the Client and shall be paid within fifteen (15) Business Days upon receipt of the invoice. b. Each Party shall immediately return to the other all documents, materials, and any other property belonging to the other Party. If any information or document cannot be returned, the recipient Party shall, with the consent of the disclosing Party, destroy such information so that it cannot be retrieved in any manner and provide a certificate confirming the destruction.