Page 10

Crossroads Software Maintenance and Enhancement Services VDH PAGE 10 Contract # VDH-21-707-0156

VDH’s intention to exercise the extension period no less than 90 calendar days prior to the expiration of any current term. B. Termination for Convenience VDH may terminate this Contract, in whole or in part, at any time and for any reason upon not less than 30 calendar days’ prior written notice to Supplier.

C. Termination for Cause In the event of breach by the Supplier, VDH will have the right to terminate this Contract, in whole or in part. Supplier will be deemed in breach in the event that Supplier fails to meet any material obligation set forth in this Contract. Any termination under the provisions of this section will be deemed a “Termination for Cause”. If VDH deems the Supplier to be in breach, VDH shall provide Supplier with notice of breach and allow Supplier 15 business days to cure the breach. If Supplier fails to cure the breach as required, VDH may immediately terminate this Contract in whole or in part. In addition, if Supplier is found by a court of competent jurisdiction to be in violation of or to have violated 31 U.S.C. § 1352, or if Supplier becomes a party excluded from Federal Procurement and Non-procurement Programs, VDH may immediately terminate this Contract, in whole or in part, for breach, and VDH shall provide written notice to Supplier of such termination. Supplier shall provide prompt written notice to VDH if Supplier is charged with violation of 31 U.S.C. § 1352, or if federal debarment proceedings are instituted against Supplier. D. Termination for Non-Appropriation of Funds All payment obligations from public bodies under this Contract are subject to the availability of legislative appropriations at the federal, state, or local level for this purpose. In the event of non- appropriation of funds, irrespective of the source of funds, for the items under this Contract, VDH may terminate this Contract, in whole or in part, for those goods or services for which funds have not been appropriated. Written notice will be provided to the Supplier as soon as possible after legislative action is completed. E. Effect of Termination Upon termination, neither the Commonwealth, nor VDH, will have any future liability except for Deliverables accepted by VDH or Services (including any applicable Licensed Services and Maintenance Services) rendered by Supplier and accepted by VDH prior to the termination date. In the event of a Termination for Breach, Supplier shall accept return of any Deliverable that was not accepted by the VDH, and Supplier shall refund any monies paid by VDH for the unaccepted Deliverable. Supplier will bear all costs of de-installation and return of Deliverables. F. Termination by Supplier In no instance will termination by Supplier be considered. Failure by VDH to make timely payments owed to Supplier for its performance under this Contract will constitute a breach by VDH. Supplier’s remedy for a breach is limited to the remedies set forth in Code § 2.2-4363. G. Transition of Services At the request of VDH prior to or upon expiration or termination of this Contract, Supplier shall provide all assistance as VDH may reasonably require to transition the Supplier’s contractual obligations, or any portion thereof, to any other supplier with whom VDH contracts for provision of same. This Transition Period obligation may extend beyond expiration or termination of the Contract for a period of six (6) months. If this Contract includes Supplier's provision of licensed products, Supplier shall take no action to restrict or terminate the use of such licensed products after the date of expiration or termination of the Contract or during any Transition Period, or both. VDH shall pay for any additional maintenance or licensing fees during any Transition Period at the hourly rate or at a fee agreed upon by Supplier and VDH. Supplier shall provide all reasonable transition assistance requested by VDH to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to VDH. The transition assistance will be deemed by the parties to be governed by the terms and conditions of this Contract, except for those terms or conditions that do not reasonably apply to transition assistance. Further, any Transition Period will not affect VDH’s rights in regard to any purchased Software perpetual licenses which are paid in full.

DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E