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Pro Suite Contract Confidential and Proprietary CentralSquare Technologies, LLC | 9 Copyright © 2020 All Rights Reserved CentralSquare shall give Customer written notice specifying Customer's failure and a reasonable opportunity for Customer to cure the defect. 6.2 By Customer for Cause Customer may terminate this Agreement for cause based upon the failure of CentralSquare to comply with any material terms and/or conditions of the Agreement, provided that Customer shall give CentralSquare thirty (30) days’ written notice specifying CentralSquare’s failure. If within thirty (30) days after receipt of such notice, CentralSquare shall not have either corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct said failure and thereafter proceeded diligently to complete such correction, then Customer may, at its option, place CentralSquare in default and the Agreement shall terminate on the date specified in such notice. 6.3 Termination without Cause After the fifth anniversary of the System Go Live date, this Agreement and the Software license granted herein may be terminated by either party by providing notice one-hundred eighty (180) days prior to the date the next annual maintenance payment is due. 6.4 Post-Termination Obligations All provisions hereof relating to CentralSquare’s proprietary rights, confidentiality, non-disclosure and non-solicitation shall survive the termination or expiration of this Agreement. Any fees due as per Exhibit C: Payment Schedule for work completed prior to termination shall still be paid by Customer. In the event of termination of this Agreement prior to implementation of the CentralSquare Software, or termination due to Customer’s breach of CentralSquare’s intellectual property rights, the license to the CentralSquare Software granted under this Agreement shall also terminate and Customer shall remove all CentralSquare Software from its computer system and at CentralSquare’s direction, either return or destroy the Software and its associated Documentation. 7.0 Customer Responsibilities Customer shall provide one primary Project Manager to be the main point of contact for CentralSquare. Duties of the Project Manager are outlined in Exhibit A: Statement of Work. 7.1 Delivery Upon notice to Customer that the Software and Hardware is ready to be delivered, Customer shall ensure that personnel are available to receive Software and Hardware at the location designated for installation, at a date and time mutually agreed to by Customer and CentralSquare. 8.0 Miscellaneous 8.1 Force Majeure Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in Delivery or performance as a result of war, acts of terrorism, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial 136