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3 <br />Approved 04/2023 <br />Term of Agreement. The initial term shall be 12 months commencing on the date of the signed Agreement and shall <br />automatically renew for successive 12-month periods unless this Agreement is terminated pursuant to the provisions of <br />Section 1.5. <br />1.5. Termination of Agreement. <br /> <br />1.5.1. Either party may prevent the renewal of this Agreement by providing written notice of nonrenewal at <br />least 90 days prior to the expiration of the then-current initial or renewal Term. <br /> <br />1.5.2. Either party may terminate this Agreement at any time if the other par ty breaches this Agreement and, <br />if such breach is capable of being cured, fails to cure such breach within 30 days after receiving written <br />notice from the non-breaching party describing such breach in reasonable detail. <br /> <br />1.5.3. Fees Nonrefundable upon Cancellation. If prior to the expiration of the Term, Client terminates the <br />Agreement any amount paid by Client to LEFTA Systems under this Agreement is nonrefundable. <br /> <br />1.5.4. Upon Request by Client at any time upon termination of this agreement, LEFTA Systems shall pro mptly <br />return to Client all or any part of the Client Data in the format in which LEFTA Systems routinely stores <br />such data and erase or destroy all or any part of the Client Data in LEFTA Systems possession, in each <br />case to the extent so requested by Client. <br /> <br />2. Confidentiality. During the performance of services and Client’s use of the Software under this Agreement it may <br />be necessary for a party to provide the other with certain information considered to be proprietary or confidential <br />by the disclosing party. Each party shall protect the other’s confidential information with the same degree of care <br />normally used to protect its own similar confidential information, but in no event less than that degree of care <br />that a prudent businessperson would use to prot ect such information. For the avoidance of doubt, Client shall <br />not share, show, or display LEFTA Systems software features with other vendors that may have similar <br />software. The obligations of each party to protect confidential information received from th e other party shall <br />not apply to Public Records laws within Client’s authority and information that is officially known or becomes <br />officially known through no act or failure to act on the part of the recipient. The provisions of Section 2 shall <br />survive the termination of this Agreement for any reason. <br /> <br />3. Indemnification. Client shall indemnify, defend and hold harmless LEFTA Systems and its affiliates and their <br />respective officers, directors, managers, equity owners, employees, agents and representati ves (collectively, the <br />“Indemnified Parties”) from and against all losses, damages, liabilities, claims, actions, causes of action, demands, <br />lawsuits, proceedings, inquiries, investigations, judgments, interest, awards, penalties, fines, costs and expenses <br />(including, without limitation, court costs and reasonable attorneys’ fees and expenses, at trial and on appeal) <br />incurred or sustained by, or imposed upon, the Indemnified Parties based upon, arising out of, or in connection <br />with the use of the Software by Client, Client’s affiliates, or any of their respective officers, directors, managers, <br />employees, agents or representatives. <br /> <br /> <br /> <br /> <br /> <br />4. Miscellaneous.