(a) Initial Term. This MSA will become effective upon the Effective Date and will continue in force for a term of three (3) years (the “Initial Term”), unless earlier terminated in accordance with one of the following provisions. 

(b) Automatic Renewal of Term. At the end of the Initial Term, this Agreement shall be automatically renewed in successive annual renewal periods at the Provider’s then-current charge for service, unless either Client or the Provider notifies the other party in writing at least forty-five (45) days before the end of the renewal term that it declines such renewal for the following year.

(c) Annual Price Increase. On each anniversary of the date of this MSA, the Provider may increase any and all pricing at its sole discretion up to no more than four (4) percent to the Client.

(d) Termination for Convenience. The Client may terminate this MSA, for any or no reason, upon 60 days prior written notice

(e) Termination For Cause. Failure by either party to comply with any term or condition under this MSA will entitle the other party to give the defaulting party written notice requiring it to cure the default. If the party in default has not cured, or commenced to cure (if a cure cannot be performed within the time period set forth below), the default within 10 business days after receipt of written notice, the notifying party will be entitled, in addition to any other rights it may have under this MSA, or otherwise at law or in equity, to immediately terminate this MSA.

(f) Consequences of Expiration and/or Termination.

•              Termination Payment. If this MSA is terminated, Client will pay the Provider the amounts specified in the this MSA plus the net result of any Change Orders, relating to work performed by the Provider prior to and including the date of termination.

•              Survival of Obligations. Termination of this MSA will not discharge or otherwise affect any pre-termination obligations of either party existing under the MSA at the time of termination.

•              No action arising out of this MSA, regardless of the form of action, may be brought by Client more than one year after the action accrued.