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REV: 08-22-25 MI 3.Payment. Client will be invoiced by Vendor and shall remit payment to Vendor within thirty (30) days of invoice date. Vendor will provide Client a one-half percent (0.05%) discount when payment is made via ACH within 10 days of invoice date. Vendor’s preferred method of payment is by any electronic means, including automated clearing house (ACH) payment or wire, however checks and credit cards are accepted. Any third-party fees incurred by Vendor in the course of receiving or preparing to receive payment from Client, such as a third-party payment processing service, shall be applied to Client’s next invoice, due and payable by Client in accordance with the provisions of this Agreement. Any payment Client fails to remit to Vendor as provided herein shall incur simple interest on all overdue amounts at the rate of one and one-half percent (1.5%) every thirty (30) calendar days. Contract amount shall not exceed $6,000. 4.Term and Termination. This Agreement shall commence on the first day of the first full month after the date of the last signature (“Commencement Date”), and shall terminate three (3) years from the Commencement Date, unless otherwise provided in this Agreement or sooner terminated as provided elsewhere in this Agreement. On the initial termination date, and on the successive anniversary of that date, this Agreement shall automatically renew for three years with a not to exceed amount of $6,000 per renewal period. This agreement may be terminated, without penalty, by either party upon thirty (30) days’ written notice of termination to the other party. The “Termination Date” of this Agreement shall be the sooner of: (i) the date identified by the terminating party in that party’s notice of termination to the other party, or (ii) the date on which Vendor terminates Client’s access to Services. 4.1 Survival. Without limiting other provisions of this Agreement, obligations of the following sections shall survive the termination of this Agreement: 9 (Confidentiality/Prohibited Uses). 4.2 Termination for Non-Payment. Vendor may suspend PIN(s) and terminate the account if payment is not received within 60 days of invoice date. 5.Independent Contractor Relationship. The relationship between the parties is that of independent contractors. Neither party is an agent, partner or employee of the other party, and neither party has any right or any other authority to enter into any contract or undertaking in the name of or for the account of the other party, or to assume or create any obligation of any kind, express or implied, on behalf of the other party, nor will the acts or omissions of either party create any liability for the other party. This Agreement shall in no way constitute or give rise to a partnership or joint venture between the Parties. 6.Insurance. Vendor shall maintain insurance against claims for injury to persons or damage to property that may arise from or relate to Vendor’s performance of Services pursuant to this Agreement. All insurance coverage required by this Agreement shall be procured from and maintained with duly licensed or approved non-admitted insurers in the State of Arizona with an "A.M. Best" rating of not less than A- VII. Upon Client’s written request, Vendor shall furnish Client with copies of certificates of insurance or other forms of verification of coverage, duly signed by an authorized representative of the respective insurer. 6.1. Vendor shall maintain per-occurrence commercial general liability insurance including bodily injury, property damage, personal injury, and broad-form contractual liability coverage of not less than the following amounts: General Aggregate $3,000,000.00 Products – Completed Operations Aggregate $3,000,000.00 Each Occurrence $2,000,000.00 Damage (Rented Property)$2,000,000.00 Medical Expenses $15,000.00 6.2. Vendor shall maintain coverage for Errors and Omissions and Workers Compensation of not less than the following amounts: Errors and Omissions $10,000,000.00 Worker’s Compensation $1,000,000.00 7.Limited Liability. Vendor shall provide Services in a professional and workmanlike manner utilizing translators, interpreters and/or other language professionals with skills and qualifications that meet or exceed the standards of the industry. Client understands and agrees that Services are inherently inexact disciplines and some discrepancies may arise despite Vendor’s professional provision of Services. Vendor will defend, indemnify and hold harmless (collectively “Indemnify”) Client and its officers, boards and commissions, agents, employees and volunteers (collectively “Indemnitees”) ATTY/AGR.2025.222/CyraCom International, Inc (Interpretation Services) (Page 2 of 7)