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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com REV: 08-05-26 VR 29/36 Customer is solely responsible for exporting any Customer Data it wishes to retain following termination or expiration of its Subscription Term. Terryberry shall have no liability for failure to retrieve such data and is not required to retain it beyond thirty (30) days after termination or expiration. Customer Data in the SaaS Products will be deleted in accordance with Terryberry’s then- current document retention policies. Terryberry will maintain the security of Customer Data during this time in accordance with the terms of this Agreement. Upon Customer’s written request, Terryberry will provide reasonable assistance to support Customer’s exit strategy, including providing relevant information, subject to a separate Order for such services. 5.5.Suspension; Refusal of Registration. 5.5.1.Customer Access. Terryberry may, upon written notice, suspend Customer’s or its Authorized Users’ access to the SaaS Product, without liability, if any of the following occur: (i) Terryberry reasonably believes the SaaS Product is being used in violation of this Agreement or in a manner that is fraudulent or materially disruptive; (ii) Customer fails to cooperate with a reasonable investigation; (iii) the SaaS Product or Customer Data is accessed or manipulated by a third party without consent of either Party; (iv) suspension is required by law; (v) any invoiced amounts remain unpaid more than ten (10) days past due; or (vi) there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Terryberry reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SaaS Products. Terryberry may also suspend access to Professional Services or the SaaS Product upon thirty (30) days’ notice for any uncured material breach or overdue payment. Customer’s access will be promptly reinstated once the issue is resolved, except that if the Agreement has been terminated for an uncured material breach, Terryberry is not obligated to restore Customer’s access. 5.5.2.Individual Authorized User Access. Terryberry may refuse registration of, or suspend, Customer’s or a specific Authorized User’s access to and use of the SaaS Products if Terryberry knows or reasonably suspects that such access or use is malicious or otherwise harmful to Customer, the SaaS Products, or Terryberry’s other customers. Terryberry will provide notice prior to any such suspension if permitted by applicable law and unless Terryberry reasonably believes that providing notice would create a risk to the security of the SaaS Products. Terryberry will promptly reinstate Customer’s access and use once the issue has been resolved. 6.Confidentiality. 6.1.Confidential Information. The Parties acknowledge that each Party (the “Discloser”) may disclose Confidential Information to the other Party (“Recipient”). Each Party further acknowledges that the Confidential Information of the other Party, and all other intellectual property rights of the other Party, are and shall remain the exclusive property of the other Party, whether or not protected under Applicable Laws, including intellectual or property laws. 6.2.Exclusions. Notwithstanding anything to the contrary in this Section 6, Confidential Information shall not include information which: (i) was already known to Recipient at the time of disclosure by Discloser, and Recipient was under no obligation of confidentiality with respect to such information; (ii) is becomes known (independently of disclosure by the Discloser) to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of Recipient has become, generally available to the public; or (iv) is independently developed by the Recipient without use of, access to, or reliance upon the Discloser’s Confidential Information, and the Recipient can provide evidence to that effect. 6.3.Obligations. The Recipient will not disclose the Discloser’s Confidential Information to any third party, except as permitted in Section 6.4. The Recipient will protect and keep confidential the Discloser’s Confidential Information using the same degree of care that the Recipient uses to protect its own nonpublic or proprietary business, technical or financial information of similar importance, but in no event less than a reasonable degree of care. The Recipient will not use the Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement. The disclosure of Confidential Information pursuant to this Agreement is not intended in any way to transfer or grant any right, title or interest in or to such Confidential Information to the Recipient unless otherwise expressly indicated in this Agreement or by the Discloser in writing. 6.4.Permitted Disclosure. The Recipient may disclose the Confidential Information of the Discloser only to those of its officers, directors, employees, agents, representatives and contractors (“Representatives”) who have a legitimate need to know such Confidential Information consistent with the purposes of this Agreement and who have agreed, either as a condition of employment, representation or in a written agreement, to be bound by terms and conditions substantially as protective as the confidentiality ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 29 of 36)