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Terms, or which accompany the third party software, or that have been agreed in writing between Customer and the third party software owner. Working Day means 8:00am — 5:00pm EST Monday through Friday excluding Civica U. S. observed holidays. Year means initially one year from the Start Date and thereafter the 1 January — 31 December (being a reduced term in the 2nd year being the anniversary of Start to 31 December) and each subsequent anniversary. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Contract. 1.3 A person includes a corporate or unincorporated body (whether or not having separate legal personality). 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.5 Words in the singular shall include the plural and vice versa. 1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.7 Any phrase introduced by the words including, includes, in particular or for example, or any similar phrase, shall be construed as illustrative and shall not limit the generality of the related general words. 1.8 References to clauses and schedules are to the clauses and schedules of this Contract. References to paragraphs are to paragraphs of the relevant schedule. 1.9 Customer and Civica agree that these terms and conditions, together with any Special Terms shall apply to this Contract, and that in the event of, and to the extent of, any conflict or inconsistency between the: 1.9.1 Special Terms and these terms and conditions, the Special Terms shall prevail; or 1.9.2 Schedules (other than any Special Terms in Schedule 4) and these terms and conditions, the terms and conditions shall prevail. 2. Contract Term 2.1 This Contract and the Software Licence granted under clause 4 will be in force for the Minimum Period and thereafter it shall continue until it is terminated: 2.1.1 by either party upon 90 days written notice to the other party, such notice to expire at the end of the next Year; or 2.1.2 otherwise in accordance with the terms of this Contract. 3. Obligations of Civica 3.1 In consideration of Customer paying the Fees, Civica shall provide the Products, Software and Services to Customer and shall carry out the tasks in accordance with the provisions of this Contract from the Start Date, including: 3.1.1 supply Customer with a copy of the Software (together with one copy of the appropriate on- line manuals, on the appropriate media); 3.1,2 if any, supply the Customer with the Products including copies of any Third Party Software; 3.1.2 provide the Services using reasonable care and skill in accordance with good industry practice; 3.1.3 if any, provide the Civica Hardware; 3.1.4 provide the Support Services. 3.2 The Software License and Products shall be provided by Civica from the Start Date subject to Customer paying the relevant Fees. Support Services will be provided from the Start Date and subject to Customer paying the Annual Fees and Support Fees each Year thereafter or other negotiated date and until this Contract is properly terminated in accordance with Clause 2.2. No ILrefund will be given for Fees paid in advance on termination. Mayfield Village - August 2020 Contract Terms & Conditions.docx Page 3 of 19 Commercial in Confidence