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GENERAL TERMS SCHEDULE These General Terms include terms that will apply to any product license or service you purchase from Hyland under another Schedule that is made a part of this Agreement. Schedules will have more specific terms relevant to the product licensee or service governed by that Schedule. The Defined Terms in Section 9 of these General Terms define the terns used throughout these General Terms as well as the Schedules. TERM; TERMINATION; SURVIVAL OF PROVISIONS AFTER EXPIRATION OR TERMINATION. 1.1 Term. This Agreement shall have a term commencing on the Effective Date, and will continue until it is terminated in accordance with this termination provision. Each Schedule may have its own term as set forth in the Schedule. Termination of the Agreement in its entirety terminates all Schedules. 1.2 Termination. 1.2.1 By Customer. Except as otherwise stated in a Schedule, Customer may terminate this Agreement, or any Schedule made a part hereof, in its entirety, for any reason or for no reason, upon not less than thirty (30) days advance written notice to Hyland to such effect. 1.2.2 By Either Party. Either party may terminate this Agreement in its entirety or any Schedule, effective immediately upon written notice to the other party, if the other party has committed a breach of a material provision of this Agreement or any Schedule and has failed to cure the breach within thirty (30) days after the receipt of written notice of the breach given by the non -breaching party; provided, that Hyland shall not be required to give Customer any opportunity to cure any breach in the case of a Prohibited Act or breach of the U.S. Government End User section of a Software License Schedule or Software License and Maintenance Schedule - Subscription, each of which are considered for all purposes to be material provisions of this Agreement. 1.3 Certain Effects or Consequences of Termination: Survival of Certain Provisions. 1.3.1 Generally. Any termination of this Agreement or any Schedule will not discharge or otherwise affect any pre- termination obligations of either party existing under this Agreement at the time of termination, including Customer's obligation to pay to Hyland all fees and charges accrued or due for any period or event occurring on or prior to the effective date of termination or expiration of this Agreement or the applicable Schedule; and all liabilities which have accrued prior to the date of termination shall survive. 1.3.2 Survival of Certain Obligations. All provisions of this Agreement or of an applicable Schedule, which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied, including, but not limited to all sections of these General Terms (except Section 8.12). 1.3.3. Termination of a Schedule. If a Software License Schedule - Perpetual or a Software License and Maintenance Schedule — Subscription is terminated in accordance with its terms, then this entire Agreement will terminate with respect to the Software licensed under such Schedule. Otherwise, termination of a Schedule will not affect the remaining Schedules. 1.3.4. Prepaid fees for Professional Services and Maintenance and Support shall be refunded to Customer on a pro rata basis upon termination by either party. 2. PAYMENT TERMS. 2.1 Purchase Orders. Customer acknowledges and agrees that, when this Agreement is signed by both partes, the parties will treat this Agreement as: (a) Customer's written purchase order for the matters described in the Initial Purchase Table Schedule, and (b) Hyland's acceptance of such purchase order. 2.2 Invoicing. All invoices shall be sent electronically by Hyland to Customer to the attention of "Information Technology," or to such other person or department as Customer may specify from time to time by written notice to Hyland. In the event any invoice contains a billing error which is discovered within 90 days hom receipt of such invoice by either Customer or Hyland, Hyland may issue a new invoice to correct the error. 2.3 General Pavment Terms. So long as Customer is not in default of any payment obligations under this Agreement (including any Services Proposal), except as otherwise provided in this Agreement, Customer shall pay in full each invoice issued hereunder net thirty (45) days from the date of Customer's receipt of such invoice. 2.4 Taxes and Governmental Charles. All payments under this Agreement are exclusive of all applicable taxes and governmental charges (such as duties), all of which shall be paid by Customer (other than taxes on Hyland's income). In the REV: 01-09-1815 Page 3 of 51 ATTY/AGR.2018.001/Hyland Onbase ACMS