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6. Term 6.1. The term of this Service Agreement is five (5) years, beginning on the Effective Date. 7. Termination 7.1. Termination Due to Non-Performance. If either party fails to perform under any provision of the Agreement.. except as provided in Section 7.2 (a), then the other party may serve written notice upon the non-performing party specifying the nature of the failure. If, within 60 days of the date notice is served, the non-conforming party has not cured the default or presented a plan acceptable to the other party to cure the default, then upon expiration of the 60-day period, the party giving notice may, at its option, terminate the Agreement: Any liquidated damages with respect to Services having minimum commitments will be set out in the applicable Addendum provided no such minimum commitments will be applicable in any situation in which OneCommunity is in material default for non-performance. 7.2. Termination by Mayfield Village (a) If Subscriber has not paid OneCommunity Fees when due and payable, or any fees payable to OneCommunity for additional services that have been performed or any other properly due amounts, and if such failure has continued for thirty (30) days after written notice of non-payment has been provided to Subscriber then Mayfield Village may terminate this Agreement immediately by written notice to Subscriber or suspend the Services. (b) Mayfield Village may terminate or suspend the Services under this Agreement bjr providing 90-days written notice. Subscriber may terminate or suspend Services under this Agreement by providing 30-days written notice to Mayfield Village with no penalty beyond monthly charges up to date of termination or suspension. In addition, Subscriber may terminate Services as otherwise provided herein. 7.3. Other Termination Situations. Either party shall have the right to immediately terminate this Agreement, in whole or in part, upon written notice to the other if the other party: (a) .Ceases to do business as a going concern; (b) Makes an assignment for the benefit of its creditors; (c) Admits in writing its inability to pay its debts as they become due; (d) Becomes insolvent, suspends or abandons its business; (e) Authorizes, applies for, or consents to the appointment of a trustee or receiver of all or a substantial portion of its assets; (f) Files a voluntary petition under any bankruptcy or insolvency law or files a voluntary petition under the reorganization provision of the laws of the United States; or (g) A court assumes jurisdiction over the assets of that party. (h) Is unable to fulfill its obligations under this Agreement due to Force Majeure as referred to in Section 9.1 lasting more than ten (10) days and, upon twenty-four (24) hours written notice from the other. (i) Subscriber relocates to a new location where direct transfer of services is (i) not commercially viable at the same prices or (ii) not feasible for the Subscriber to continue as defined in this Agreement. This does not prevent OneCommunity and Subscriber from amending the current Agreement or entering into a new one that is acceptable to both parties. or~ecomrr€~~ity Page 5 of 9 Revision 541412.2