Common use of Ongoing Software Services Terms and Conditions Clause in Contracts

Ongoing Software Services Terms and Conditions. 1. At the End of the Initial Term, and any renewal term thereof, the Ongoing Software Services shall automatically renew for additional one (1) year terms (each a “Renewal Term”), unless either party provides written notice of its intent to not renew not less than ninety (90) days prior to the end of the then current term. In the event Client wishes not to renew this Order Form, Client must give Benefitfocus written notice of intention to not renew according to the timeframes defined herein and prior to the expiration of the then-effective period. Any such notice must be sent to Benefitfocus by email to ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or as required by the Agreement. Notices sent to Benefitfocus via any other method are not effective and will not result in non-renewal of this Order Form. 2. Base Benefitplace Software Services: a. On October 25, 2020, and monthly thereafter, Benefitfocus will invoice Client based upon the greater of: (i) the minimum number of Enrollment Eligible Employees (Full or Voluntary Only) and Non-Enrollment Eligible Employees multiplied by the respective PEPM rate; or (ii) the actual number of Enrollment Eligible Employees (Full or Voluntary Only) and Non- Enrollment Eligible Employees loaded within the Benefitplace multiplied by the respective PEPM rate. b. Client agrees that the Base Benefitplace Professional Services Fees include data exchange configuration enablement and testing services for the Vendor Data Interfaces defined in Appendix A. For any change or addition to the list defined in Appendix A, a fee per change shall apply for each Transmission Data Vendor Interfaces and each Transmission Project Data Vendor Interfaces based upon then-current Benefitfocus standard list pricing and will be invoiced to Client as changes are incurred. For the avoidance of doubt, an addition of a BenefitsPlace Benefit Catalog product or a replacement of a BenefitsPlace Benefit Catalog product with another BenefitsPlace Benefit Catalog product will not incur a fee. 3.

Ongoing Software Services Terms and Conditions. 1. At the End of the Initial Term, and any renewal term thereof, the Ongoing Software Services shall automatically renew for additional one (1) year terms (each a “Renewal Term”), unless either party provides written notice of its intent to not renew not less than ninety (90) days prior to the end of the then current term. In the event Client wishes not to renew this Order Form, Client must give Benefitfocus written notice of intention to not renew according to the timeframes defined herein and prior to the expiration of the then-effective period. Any such notice must be sent to Benefitfocus by email to ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or as required by the Agreement. Notices sent to Benefitfocus via any other method are not effective and will not result in non-renewal of this Order Form. 2. Base Benefitplace with Health Insights Software Services: a. On October 25Commencement of the Base Benefitplace with Health Insights Software Services invoicing shall begin upon: (i) the month in which the Software Services achieve Base Benefitplace Deployment. “Base Benefitplace Deployment” is defined as the date that, 2020(a) the Communication Portal available for use by Client (or any Authorized Users), or (b) any benefit to be managed within the enrollment module is available for use by Client (or any Authorized Users) or, (ii) provided that the delay is not caused solely by Benefitfocus, the Target Go-Live Date. For each day of delay caused solely by Benefitfocus, Deployment shall be delayed by an equal number of days. b. Upon Base Benefitplace Deployment, and monthly thereafter, Benefitfocus will invoice Client based upon the greater of: (i) the minimum number of Enrollment Eligible Employees (Full or Voluntary Only) and Non-Enrollment Eligible Employees multiplied by the respective PEPM rate; or (ii) the actual number of Enrollment Eligible Employees (Full or Voluntary Only) and Non- Non-Enrollment Eligible Employees loaded within the Benefitplace multiplied by the respective PEPM rate. b. c. Client agrees that the Base Benefitplace Professional Services Fees include data exchange configuration enablement and testing services for the Vendor Data Interfaces defined in Appendix A. For any change or addition to the list defined in Appendix A, a $3,500 fee per change shall apply for each Transmission Data Vendor Interfaces and each a $8,000 fee per change for Transmission Project Data Vendor Interfaces based upon then-current Benefitfocus standard list pricing and will be invoiced to Client as changes are incurred. For the avoidance of doubt, an addition of a BenefitsPlace Benefit Catalog product or a replacement of a BenefitsPlace Benefit Catalog product with another BenefitsPlace Benefit Catalog product will not incur a fee. 3.