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9. Term and Termination. <br />(a) Application Services Term. The initial Application Services Term is for a period of five (5) years. <br />Agreement will automatically renew for consecutive one (1) year periods, unless terminated by either party by <br />providing written notice one - hundred eighty days (180) days prior to the upcoming annual renewal date, <br />(b) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a <br />material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an <br />event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking <br />termination must give the other party notice that describes the event or condition of termination in reasonable <br />detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to <br />the reasonable satisfaction of the party desiring termination. If the breach cannot be cured within thirty (30) days, <br />the Agreement shall not terminate as long as the cure is commenced within that time period and the breaching <br />party satisfactorily pursues the cure to conclusion. However, notice to SunGard Public Sector of a suspected <br />Documented Defect will not constitute a notice of termination of this Agreement. <br />(c) Effect of Expiration of Application Services Term or Termination of Agreement. Upon the expiration of <br />the Application Services Term, or upon any earlier termination of this Agreement by either party, Customer's right <br />to receive the Application Services and to use the Software as otherwise provided for in this Agreement <br />terminates. Any use of the Software after the Application Services Term or after the termination of this <br />Agreement is a violation of this Agreement, and further, may subject the user to additional claims under <br />applicable law, including without limitation claims for violation of SunGard Public Sector's copyright interest in <br />and to the Software. <br />(d) Deconversion Assistance. If after any termination or expiration of this Agreement Customer converts to <br />a different vendor's applications, SunGard Public Sector will provide, upon payment of SunGard Public Sector's <br />then - current standard deconversion fee, reasonable assistance and documentation for such deconversion in <br />order to assist Customer in removing its information and placing said information in SunGard Public Sector's <br />standard format for input to the other vendor's applications. In the event Customer requests a non - standard <br />deconversion, SunGard Public Sector shall be entitled to receive compensation for consultation, software and <br />documentation provided to assist in the deconversion on a time and materials basis at the standard prevailing <br />rate then charged by SunGard Public Sector for such services. <br />(e) Survival of Obligations. All obligations relating to non -use and non - disclosure of Confidential Information <br />and indemnity will survive termination of this Agreement. <br />(f) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be <br />without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. <br />10. Notices. All notices and other communications required or permitted under this Agreement must be in writing <br />and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return <br />receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight <br />courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such <br />other place as the party may subsequently designate for its receipt of notices. <br />11. Force Maieure. Neither party will be liable to the other for any failure or delay in performance under this <br />Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, <br />labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the <br />fault of the party failing or delaying in performance, <br />12. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt <br />at such assignment will be void without the prior written consent of the other party. For purposes of this <br />Agreement, "assignment" will include use of the Software for benefit of any third party to a merger, acquisition <br />and /or other consolidation by, with or of Customer, including any new or surviving entity that results from such <br />merger, acquisition and /or other consolidation. However, the following will not be considered "assignments" for <br />purposes of this Agreement: SunGard Public Sector's assignment of this Agreement or of any SunGard Public <br />Sector rights under this Agreement to SunGard Public Sector's successor by merger or consolidation or to any <br />person or entity that acquires all or substantially all of its capital stock or assets. <br />SunGard Public Sector ASP Agreement City of Casselberry, FL CASS- 110617 -1 ASP OneSohrtion <br />Rev. 1.01. 10 Page 5 of 13 <br />