Term and Commitment. The initial term of this Agreement for the cybersecurity program shall commence on the Effective Date and continue for twelve (12), twenty-four (24), or thirty-six (36) consecutive months (the “Initial Term”). Customer acknowledges and agrees that the Initial Term represents a firm one, two or three-year commitment. Except as expressly provided in this Agreement, Customer may not terminate this Agreement for convenience before expiration of the Initial Term.

Financial Obligation. Customer remains responsible for all fees, charges, minimum commitments, and other payment obligations accruing during the Initial Term, whether or not Customer continues to use the Services. If Customer terminates this Agreement before expiration of the Initial Term other than as expressly permitted due to Company’s uncured material breach, Customer shall immediately pay: (a) all amounts accrued and unpaid through the effective date of termination; and (b) the remaining committed fees and other minimum payment obligations for the unexpired portion of the Initial Term.

Non-Performance. If Customer reasonably determines that Company has materially failed to perform the Services in accordance with the material service obligations expressly set forth in this Agreement, Customer shall provide Company with written notice describing the alleged non-performance in reasonable detail. Within ten (10) business days after receiving such notice, Company shall provide Customer with a written corrective action plan (the “Corrective Action Plan”) describing the actions Company will take to remedy the non-performance, the responsible personnel, and the anticipated completion dates.

Corrective Action Period. Company shall diligently implement the Corrective Action Plan and shall have ninety (90) calendar days from the date the Corrective Action Plan is delivered to cure the material non-performance (the “Cure Period”), unless the parties mutually agree in writing to a longer period where the nature of the non-performance reasonably requires additional time and Company is diligently pursuing the cure.

Termination for Uncured Non-Performance. If Company fails to materially cure the non-performance within the Cure Period, Customer may terminate this Agreement upon written notice, effective no earlier than ten (10) business days after delivery of that notice. If Customer properly terminates under this Section, Customer shall be responsible only for fees and other amounts accrued through the effective termination date and shall not be responsible for the remaining committed fees for the unexpired portion of the Initial Term.

Exclusions. A failure to perform shall not constitute a breach to the extent caused by: (a) Customer’s acts or omissions; (b) Customer’s failure to provide required access, information, approvals, personnel, or cooperation; (c) a third-party product or service outside Company’s reasonable control; (d) scheduled maintenance or downtime permitted under this Agreement; or (e) a Force Majeure Event.

Other Remedies. The rights and remedies in this Section are in addition to any other rights or remedies expressly provided in this Agreement. No termination shall relieve either party of obligations that accrued before the effective date of termination or that by their nature survive termination.