Agmt21 E & M Electric and Machinery, Inc.

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6 AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS) Party’s rights. 10. TERM AND TERMINATION. 10.1 Term of GTCs. The term of these GTCs begins on the Effective Date and shall continue thereafter for the duration of the term of any Transaction Document entered into between the Parties (“Term”). 10.2 Transaction Document Term. The initial term of each Transaction Document shall commence on the effective date specified in the Transaction Document (the “TD Effective Date”) and continue thereafter until: (a) the end of the term of the Transaction Document as specified in the Transaction Document; (b) if specified in the Transaction Document, delivery of the Products in accordance with the Transaction Document; or (c) earlier termination by either Party in accordance with this Section 10 (Term and Termination) (the “TD Term”). 10.3 Termination for Material Breach. Either Party may terminate these GTCs or a Transaction Document for cause if the other Party commits a material breach of the GTCs or Transaction Document (including, without limitation, a delay in Customer’s payment of any money due under these GTCs or any Transaction Document) and fails to cure such breach within thirty (30) days (or with respect to Customer’s payment failure, within ten (10) days) of receipt of a notice of default from the non-defaulting Party. Termination will not relieve Customer of its obligations specified in Section 10.5 and will not entitle Customer to a refund of any license fees (or any applicable Software support fees) previously paid. 10.4 Termination for Financial Deterioration. Either Party may terminate these GTCs or a Transaction Document immediately if the other Party files for bankruptcy, ceases or threatens to cease carrying on business, becomes insolvent, or makes an appointment, assignment or novation for the benefit of creditors. 10.5 Effect of Termination. If these GTCs are terminated prior to the completion of one (1) or more Transaction Documents, then the Transaction Documents that are not terminated shall continue to be governed by the GTCs for the remainder of the applicable TD Term. Upon termination or expiration of these GTCs or any Transaction Document, Customer will cease using the applicable Software, will delete the Software, including the license file(s), from its computer and will either return to AVEVA or destroy the Software, including the license file(s), Documentation, packaging and all copies thereof. If Customer elects to destroy the Software then Licensee will certify in writing to AVEVA the destruction of the Software. Termination of these GTCs or any Transaction Document and return or destruction of the Software will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees and expenses that have accrued or are otherwise owed by Customer under these GTCs or a Transaction Document, and/or any purchase order from Customer that has been received and accepted by AVEVA. 11. INSURANCE. For as long as any Transaction Document remains in effect, AVEVA will maintain, at its sole cost and expense, comprehensive general liability and property damage insurance in an amount not less than $1 million in the aggregate. Additionally, AVEVA will maintain, at its sole cost and expense, workers’ compensation insurance in accordance with statutory requirements. 12. THIRD-PARTY PRODUCTS. 12.1 Third-Party Products. Unless otherwise agreed in writing by AVEVA, if Third-Party Products are supplied by AVEVA to Customer, such Third-Party Products are provided on a “pass-through” basis only and are subject to the terms and conditions of the third-party vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto. 13. TRADE CONTROL. 13.1 The Customer will not, directly or indirectly, export, re-export, transfer or otherwise make available, or use the Product to any person or in any manner, or be involved in any act, that could result in AVEVA or its Affiliates being in violation of, or being subject to negative consequences under, Trade Control Laws. 13.2 AVEVA shall have the right to suspend its obligations under, or terminate, this Agreement with immediate effect in the event that: 13.2.1. AVEVA determines that, in its reasonable opinion, the Customer has breached or is likely to breach Section 13.1; or ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 18 of 51)