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ATTY/AGR/2023.222 – FLOCK FIXED ALPR PROGRAM <br />REV: 08-29-23 MI <br />51062.00005\41317899.1 <br />Page 14 of 24 <br /> <br />6.3 Reserved. <br />6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on <br />Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the <br />legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing <br />authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid <br />by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and <br />Flock shall not charge Customer any taxes from which it is exempt. <br />7. TERM AND TERMINATION <br />7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order <br />Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this <br />Agreement will automatically renew for one successive renewal term of 24 months in an amount <br />not to exceed $157,000.00 for the renewal term (“Renewal Term”) unless either Party gives the <br />other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. <br />After the Renewal Term, Customer will have the option to renew for successive renewal terms of <br />one (1) year, upon mutual consent. <br />7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any <br />applicable Flock Hardware at a commercially reasonable time period at no additional cost to <br />Customer. In the event of any material breach of this Agreement, the non-breaching Party may <br />terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written <br />notice to the breaching Party; provided, however, that this Agreement will not terminate if the <br />breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure <br />Period”). Either Party may terminate this Agreement (i) upon the institution by or against the <br />other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's <br />making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or <br />ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure <br />within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for <br />Services not received due to such termination. <br />7.3 Survival. The following Sections will survive termination: 1, 3, 4, 5, 6, 7, 8.3, 8.4, 9, 10.1 and <br />10.6.