The parties agree, in consideration of, among other things, the mutual promises contained in this agreement as follows:

1. Definitions and interpretation
In this Agreement, unless the contrary intention appears:
Agreement means the Agreement between the Parties and includes this MSA, the Details, any SoWs, and any other attachments.
Business Day means a day on which banks are open for business in Brisbane, Queensland, Australia, other than a Saturday, Sunday or public holiday.
Business Hours means 8.00 am to 5.00 pm on any Business Day.
Client Materials means any material (including software, documentation and data) provided by the Client to Codify for the purpose of Codify performing its obligations under this Agreement.
Client Systems means software, hardware, networks, equipment and infrastructure used, owned or controlled by the Client, other than those provided by Codify.
Codify Materials means any material (including software, documentation and data) used or created by Codify, or provided by Codify to the Client, in the course of Codify performing its obligations under this Agreement, whether existing at the Commencement Date or created or acquired by Codify after the Commencement Date.
Confidential Information means, in relation to a Party, information that is by its nature confidential to that Party, or is communicated to the other Party as confidential, or the other Party knows or ought to know is confidential to that Party, and includes the terms of this Agreement, all information relating to the Party’s business, strategies, marketing practices, finances and customers, and Codify Materials and Client Materials.
Commencement Date means the date of execution of this Agreement by the last party of this MSA or any SoW, whichever is the earliest document signed.
Deliverables means any materials specified as deliverables that Codify is providing to the Client under any SoW.
Details means the information set out in proposed service.
End User means anyone (other than Codify) who the Client allows to use or access any Services or Deliverables provided by Codify.
Fees means the fees charged in accordance with this Agreement including each SoW.
Force Majeure Event means any event outside of Codify’s reasonable control including failure of electrical power, connectivity or any physical infrastructure; damage to, or additions, reconfigurations, modifications or other alterations of, any hardware, software or other equipment of the Client or any third party; use, operation or installation of the Services or the Codify Materials other than in accordance with any instructions, specifications or recommendations provided by Codify; modifications made by the Client or any third party to the Services or the Codify Materials; viruses and other malware and third party, and attempted or actual unauthorized third party access or denial of service attacks in connection with the Services, the Codify Materials; and fire, flood, earthquake, terrorist attack or war.
Intellectual Property Rights means patents, copyright, registered and unregistered design rights, registered and unregistered trademarks, rights in know-how and confidential information and all other intellectual and industrial property rights (without limitation) all similar or analogous rights existing under the laws of any country and all rights to apply for or register such rights.
Master Services Agreement or MSA means this document.
Party means either Codify or the Client.
Personal Information means personal information as defined in the Privacy Act 1988 (Cth).
Representative means the officer or employee of a Party identified in Item 3 of the Details as being authorised to represent and bind the Party in connection with this Agreement (or a replacement nominated by that Party).
Services means services provided by Codify to the Client including services identified in a SoW.
Statement of Work or SoW means a statement of work to be performed or Services or Deliverables to be provided by Codify agreed in accordance with this Agreement.
Term means the period beginning on the Commencement Date and continuing for as long as Services are to be performed or payments are to be made under any SoW, unless terminated earlier.
Third Party IP means any materials in which the Intellectual Property Rights are owned by a third party, and includes open source and proprietary materials.

2. Statements of Work
2.1 This Agreement starts on the Commencement Date and continues until terminated under the terms of this Agreement.
2.2 The Parties may from time to time agree on SoWs for Codify’s Services.
2.3 Each SoW will form a separate contract for supply of the Services specified, and incorporates all relevant terms and conditions in this MSA (excluding this clause 2). Expiry or termination of any SoW will not affect the operation of this MSA or any other SoW then current.

3. Codify’s obligations
3.1 Codify must provide the Services and Deliverables as specified in each SoW in a timely manner and in accordance with reasonable industry practice.
3.2 Codify warrants that it and every person who provides the Services on its behalf is competent and has the necessary skills, qualifications, permits and licences to provide the Services.
3.3 Work requiring personal attendance by Codify personnel will be undertaken during Business Hours unless otherwise specified in the relevant SoW.
3.4 Technology and business environments are constantly evolving and Codify may make adjustments to the Services to ensure the Client continues to receive the best possible results. However, Codify will provide reasonable notice of any changes, and ensure that the replacement services are of equivalent standards to the original.
3.5 Unless otherwise specified in a SoW, Codify’s Services do not include:
(a) first line support;
(b) training;
(c) backup of data; or
(d) disaster recovery.

4. Client’s obligations
4.1 The Client must:
(a) fulfil the responsibilities specified in each SoW, including ensuring that the Client Materials are in the correct format and the Client Systems meet any minimum requirements;
(b) comply with all applicable laws and other obligations and obtain all necessary consents, approvals, authorisations, licences and permits as they relate to the Client’s use of the Services including, for example (i) privacy laws, and (ii) third party terms applicable to Third Party IP or other third party products or services deployed or managed by Codify;
(c) provide timely instructions, approvals, access, information and Client Materials as reasonably necessary for Codify to provide its Services; and
(d) immediately notify Codify of any change in the Client Systems, business, procedures, personnel or any other developments that might materially affect Codify’s Services,
and Codify may treat any additional work required as a result of the Client’s breach of this clause 4 or a change referred to in paragraph (d) as being out of the scope of the relevant SoW.
4.2 The Customer must ensure that it and its End Users do not use the Services for illegal or illegitimate purposes including, but not limited to:
(a) storing or transmitting illegal content, pornography or other sexually explicit information and images;
(b) selling illegal goods or services;
(c) breaching or otherwise circumventing any security or authentication measures;
(d) circumventing storage space limits;
(e) violating the law in any way, including storing, publishing or sharing material that is fraudulent, defamatory or misleading; and
(f) sending unsolicited communications, promotions or advertisements or spam.

5. Fees
5.1 Payment: The Client must pay all Fees in accordance with Item 2 of the Details upon receipt of invoice by the Client.
5.2 Fee increases – additional work: If during the course of performing Services Codify has reason to believe that the effort and outlays required to complete the Services is likely to increase due to the Client’s actions, omissions, requirements or circumstances outside of Codify’s reasonable control, Codify will notify the Client and provide a revised quote in the form of a Change Request. If the Client accepts the revised quote, the Fees for the Services will be adjusted accordingly. If the Client does not accept the revised quote, Codify will cease providing the Services once the effort and outlays included in the Fees have been completed to the extent possible.
5.3 Fees for out of scope work: Codify will not undertake out of scope with without prior written permission from the Client.

6. Testing and acceptance
6.1 The Client must inspect and test all Deliverables provided by Codify to ensure that they comply with this Agreement and the SoW before installation or use.
6.2 If the Client is not satisfied that a Deliverable complies with this Agreement and the SoW, it must immediately notify Codify and allow Codify five Business Days to test and (if necessary) rectify or replace the Deliverable.
6.3 Upon Codify notifying the Client of the outcome of its actions under clause 6.2, the Client must reinspect and test the Deliverables in accordance with clause 6.1.

7. Privacy
7.1 The Parties acknowledge that Client Materials and Codify Materials may include Personal Information and each Party must ensure that any dealings with Personal Information it uses, obtains or provides to the other Party for the purposes of this Agreement comply with all applicable laws, rules and regulations in Australia, including without limitation the Privacy Act 1988 (Cth).
7.2 The Client acknowledges that it remains responsible under the Privacy Act 1988 (Cth) for any Personal Information to which it provides Codify access or which is collected, used, disclosed or stored in the course of using Codify’s Services, and must provide any notices and procure any consents necessary for any collection, use, disclosure or storage by Codify.
7.3 Upon request from the other Party, each Party will provide the other Party with reasonable evidence of its compliance with this clause 7.

8. Intellectual Property
8.1 Nothing in this Agreement affects either Party’s Intellectual Property Rights existing prior to the execution of this Agreement.
8.2 The Client grants to Codify a non-exclusive, non-transferable licence to use the Client Materials but only to the extent necessary for Codify to provide the Client with the Services and perform its obligations under this Agreement.
8.3 Codify owns all Intellectual Property Rights in the Codify Materials, including any additions or improvements to the Services or the Codify Materials, even where those additions or improvements arise from feedback or suggestions from the Client. The Intellectual Property Rights in this material will vest in Codify on its creation.
8.4 Codify grants to the Client a non-exclusive, non-transferable licence to use the Codify Materials but only to the extent necessary for the Client to enjoy the benefit of the Services, including using any Deliverables or any improvements to or development of Client Materials for the Client’s own business purposes. Unless otherwise specified in the relevant SoW, the licence granted under this clause extends only for the duration of the relevant SoW.
8.5 The Client must not amend, alter, copy, distribute, exploit, make a derivative of or otherwise deal with any part of the Codify Materials or the Services in a way inconsistent with Codify’s rights as owner of the Intellectual Property Rights in the Codify Materials and the Services.
8.6 The Client acknowledges that Codify may include Third Party IP in the Services and Deliverables, and agrees that it is bound by the terms of licences relevant to such Third Party IP.

9. Warranties and liability
9.1 Any conditions, rights, warranties or guarantees implied by law into this Agreement are expressly excluded to the extent permitted by law, but nothing in this Agreement excludes any right or guarantee the Client may have under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) and any equivalent state or territory legislation or other rights in relation to the supply of goods or services that cannot lawfully be excluded (Consumer Guarantee).
9.2 Subject to clause 9.1, Codify’s liability in respect of any breach of or failure to comply with any Consumer Guarantee is limited to: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; and (b) in the case of services, to the supplying of the services again; or the payment of the cost of having the services supplied again.
9.3 Subject to clauses 9.1 and 9.2, the Client agrees that:
(a) Codify will not be liable to the Client for any failure of the Services to provide expected benefits, or any consequential or indirect losses, loss of use, loss of or failure to capture data, loss of profits, loss of reputation or goodwill, business interruption, any special or incidental loss, and exemplary or punitive damages, as any of the foregoing may arise or be caused in any way whatsoever, including as a result of any Force Majeure Event;
(b) Codify will not be liable to the Client for any defects, interruptions or performance issues to the extent attributable to any breach by the Client of this Agreement, misuse of the Services or Deliverables by the Client or End Users, any modifications or alterations to the Services or Deliverables not approved in writing by Codify, malfunction of Client Systems, or any Third Party IP or the acts or omissions of the owners of the Third Party IP, their distributors, contractors or agents; and
(c) Codify’s liability to the Client for all loss, damage, injuries, actions, claims, costs or expenses arising out of this Agreement and caused in any way whatsoever, including negligence or failure to comply with this Agreement, and not otherwise excluded or limited, will be limited in the aggregate to the lesser of the total Fees paid by the Client to Codify; and the total Fees paid by the Client to Codify over the previous 12 months, under this Agreement at the time the alleged cause of the liability arises.
9.4 The Client must indemnify Codify, its officers and employees (those indemnified) from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of
(a) any breach of this Agreement by the Client;
(b) any wilful, unlawful or negligent act or omission of the Client, its officers, employees or contractors;
(c) any breach by the Client or its End Users of any licences applicable to Third Party IP; or
(d) the Client Materials being unlawful or infringing any third party rights,
under or in connection with this Agreement.

10. Disputes
A Party claiming that a dispute has arisen must notify the other Party and escalate the issue to the representatives identified in Item 4 of the Details. During the 10 Business Day period after a notice is given, each Party must use its reasonable efforts to resolve the dispute. If the Parties do not resolve the dispute within this period, either Party may refer the dispute to a mediator agreed on by the Parties, and if the Parties are unable to agree on a mediator within five Business Days, a mediator nominated by the then current Chair of the Resolution Institute or the Chair’s nominee. If the dispute is referred to a mediator, the Parties must enter into and comply with a standard Resolution Institute mediation agreement in good faith. Notwithstanding the existence of a dispute, each Party must continue to perform its obligations under the Agreement, wherever practicable.

11. Confidentiality
11.1 Each Party (the Recipient) must keep the Confidential Information of the other Party (the Disclosing Party) confidential and use that Confidential Information only for the purpose of performing this Agreement. The Recipient may disclose the Confidential Information only to the Recipient’s officers, employees, contractors and agents who have a need to know for purposes of performing this Agreement and who are aware that the information must be kept confidential.
11.2 Clause 11.1 does not apply to the extent the Confidential Information:
(a) is in the public domain other than as a result of a breach of this Agreement;
(b) is independently developed by the Recipient without reference to the Confidential Information of the Disclosing Party;
(c) is disclosed to the Recipient by a third party having the right to do so; or
(d) is required by law to be disclosed.
11.3 Codify may identify the Client and provide a brief description of the Services as an example or case study for marketing purposes.

12. Force Majeure
If a Force Majeure Event prevents Codify from performing any obligation under this Agreement, Codify will give notice to the Client (by email to the Client’s Representative) as soon as reasonably practical of the Force Majeure Event, the anticipated duration of any delays arising from the Force Majeure Event, the obligation Codify is prevented or likely to be prevented from performing, and Codify’s plans to work around or minimise the impact of the Force Majeure Event. Codify will not be liable or in breach of this Agreement for failing to perform any obligation that it is unable to perform due to a Force Majeure Event. The due date for any affected obligation will be deemed to be extended by the duration of the Force Majeure Event. Each Party shall make all reasonable efforts to minimise the effects of the Force Majeure Event.

13. Termination and suspension
13.1 Codify may suspend performance of and access to any or all of the Services at any time if it believes:
(a) the Client is in breach of this Agreement (including where Fees are overdue);
(b) the Client is in breach of any law or placing Codify at risk of breaching any law in connection with the Services; or
(c) a serious security breach has occurred, or illegal or suspicious activity is taking place in association with the Client’s account, Client Systems or Client Materials, whether or not caused by the Client or its End Users,
and periods of suspension under this clause 13.1 will not count towards unscheduled downtime or delays by Codify in meeting any required deadlines, nor affect the Client’s liability to make payments.
13.2 If Codify exercises its rights under clause 13.1, Codify must immediately notify the Client of its reasons and both Parties will use reasonable endeavours to limit the effect and duration of the suspension.
13.3 Either Party may terminate this Agreement immediately by notice in writing to the other Party if an Event of Default occurs in relation to the other Party. An Event of Default occurs, in the case of either Party, when an Insolvency Event occurs in respect of that Party, or the Party commits a breach of its obligations under this Agreement which:
(a) if capable of being remedied, is not remedied within 20 Business Days of notice from the other Party, specifying the breach and requiring it to be remedied; or
(b) is a material breach and is not capable of remedy.
13.4 Insolvency Event means: (a) a liquidator, receiver, receiver and manager, administrator, official manager or other controller (as defined in the Corporations Act 2001 (Cth)), trustee or controlling trustee or similar official is appointed over any of the property or undertaking of the entity; (b) the entity or the entity’s property or undertaking becomes subject to a personal insolvency arrangement under Part X Bankruptcy Act 1966 (Cth) or a debt agreement under Part IX Bankruptcy Act 1966 (Cth); (c) the entity is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts within the meaning of the Corporations Act or is presumed to be insolvent under the Corporations Act; (d) the entity ceases to carry on business; or (e) an application or order is made for the liquidation of the entity or a resolution is passed or any steps are taken to liquidate or pass a resolution for the liquidation of the entity, otherwise that for the purpose of an amalgamation or reconstruction.
13.5 On termination of this Agreement, the Client must immediately cease using the Services and the Codify Materials, and subject to any legal requirement to retain those materials for record-keeping purposes (and in the Client’s case, as required to use the Codify Materials in accordance with clause 8.2), each Party must within ten Business Days after termination, destroy or delete to the other Party’s satisfaction all copies of the other Party’s Confidential Information in its possession, power or control.
13.6 On termination of this Agreement for any reason, in addition to Codify’s other remedies, Codify may issue an invoice for Services performed or other charges incurred but not previously invoiced. Unless the Agreement has been terminated due to Codify’s breach or because Codify was subject to an Insolvency Event, Codify retains a lien over all Client Materials and work in progress until all outstanding invoices have been paid.
13.7 Termination of this Agreement does not affect any accrued rights or remedies of either Party. The following clauses, and any other term by its nature intended to survive termination of this Agreement, survive termination of this Agreement: 1, 7, 8, 9, 10, 11, 13, 14.3, 14.4, 14.6, and 14.8.

14. General
14.1 A notice, demand, consent, approval or communication under this Agreement (Notice) must be in writing, in English and signed by a person duly authorised by the sender; and hand delivered, sent by prepaid priority post or email to the recipient’s Representative.
14.2 The Client must not assign any of its obligations or rights under this Agreement without Codify’s prior written consent. Codify may assign or novate this Agreement to another party.
14.3 If a provision of this Agreement is invalid or unenforceable, it shall be read down or severed in to the extent of the invalidity or unenforceability, without affecting the remaining provisions.
14.4 This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all earlier conduct, representations and prior agreements in connection with its subject matter
14.5 Each Party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it.
14.6 The failure of a Party at any time to require performance of any obligation under this Agreement is not a waiver of that Party’s right to claim damages for breach of that obligation or at any other time to require performance of that or any other obligation under this Agreement.
14.7 Codify may use subcontractors or agents to provide the Services or perform any of its duties or exercise any of its rights under this Agreement.
14.8 The law of the State of Queensland, Australia, governs this Agreement and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland.
14.9 This Agreement and any SoW may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
14.10 A Party who signs this Agreement or a SoW and emails a scanned ‘.pdf’ format data file or equivalent of the entire Agreement or SoW including the signature to the other Party or its legal representative will be bound with the same force and effect as if the signature were an original.

The parties agree, in consideration of, among other things, the mutual promises contained in this agreement as follows:

1. Definitions and interpretation
Defined terms used in this SoW have the same meaning as set out in the MSA, and, unless the contrary intention appears:
Consumption Charges means the Fees applicable for Microsoft Azure usage charges for the Client’s CSP Subscriptions, as specified in clause 4.
CSP Subscription/s means the Microsoft Azure products described in the Proposal, as varied from time to time under this SoW.
Customer Data means all data, including all text, sound, video, or image files, and software, that are provided to Microsoft by, or on behalf of, the Client under this SoW.
Initial Term means the initial term of the Service Period, as specified in Item 5 the SOW Schedule.
Microsoft means Microsoft Corporation.
Master Services Agreement or MSA means the Master Services Agreement between the parties as specified in Item 3 of the SOW Schedule.
Proposal means the proposal specified in the marketplace or SOW Schedule.
Services means the Services described in the Proposal.
Service Fees means fees payable for Codify’s Services under this SoW (excluding Consumption Charges).
Service Period means the period during which Codify will provide Services under this SoW, as determined under clause 2.2 and extended under clause 2.3, ending on termination or expiration of this SoW.
Service Start Date means the date on which the Terms are agreed too.
Statement of Work or SoW means this statement of work.
SOW Schedule means the schedule attached to this SoW.

2. Term and application
2.1 This SoW is subject to the MSA and forms part of the Agreement established by the MSA.
2.2 The Service Period of this SoW starts on the Service Start Date and continues for the Initial Term unless earlier terminated in accordance with this SoW or the MSA.
2.3 Upon expiry of the Initial Term, the Service Period will continue on a month to month basis until terminated by either party in accordance with this SoW or the MSA.
2.4 This SoW covers the Client’s CSP Subscriptions and Codify’s associated support Services, as described in the Proposal. Onboarding Services described in the Proposal are dealt with in a separate SoW between the parties and are specifically excluded from the scope of this SoW. For clarity, this SoW is not conditional on completion of onboarding Services, but the Client will incur Consumption Charges only as onboarding progresses and resources are provisioned under this SoW.
2.5 To the extent of any inconsistency between this SoW, the MSA and the Proposal, the SoW will take priority and the other documents will apply in that order.

3. Agreement to Microsoft Terms
3.1 The Client agrees to the terms of the Microsoft Customer Agreement in respect of Microsoft products and services included in this SoW, available as at the following address or such other address as determined by Microsoft from time to time:
https://www.microsoft.com/licensing/docs/customeragreement
and to be bound by any additional terms and conditions (if any) imposed from time to time by Microsoft in respect of Microsoft products and services included in this SoW. Codify will make reasonable efforts to notify the Client promptly of any new or amended Microsoft terms and conditions under this clause.
3.2 If Microsoft terminates the Client’s CSP Subscriptions for any reason, then:
(a) this SoW and the Service Period will immediately end;
(b) the Client must pay all Fees payable under this SoW to the date of termination; and
(c) Codify is not obliged to assist the Client in finding alternate solutions or transitioning to any other service provider.
3.3 The Client acknowledges that Microsoft may change, update or discontinue its offering of products or services from time to time, which may have an impact on the Client’s CSP Subscriptions and the Services offered under this SoW.
3.4 Codify is not liable to the Client for Microsoft’s acts or omissions, including without limitation any service defects, service outages or cancellations, or changes, upgrades or discontinuation of any Microsoft goods or services, or any inconvenience, delay, interruptions, or expenses, loss or damage suffered by the Client as a result of Microsoft’s acts or omissions, including any exercise of Microsoft’s rights under the Microsoft Cloud Agreement, even if Codify knew or ought to have known that there was a likelihood of such loss or damage.

4. Fees
4.1 The Client must pay to Codify all Fees as set out in the Proposal, being:
(a) Consumption Charges; and
(b) Service Fees,
invoiced monthly in arrears, with each invoice payable within 30 days of the date issued.
4.2 Codify will apply Microsoft’s published Microsoft Customer Agreement pricing from time to time for Consumption Charges as set out at https://azure.microsoft.com./en-au/pricing/calculator/. Codify will make reasonable efforts to notify the Client promptly of any new or amended changes in Microsoft’s published Microsoft Customer Agreement pricing.
4.3 Consumption Charges are calculated monthly in arrears based on actual consumption during the Service Period, based on resources that have been provisioned, whether or not the resources have been put into production usage.
4.4 Service Fees are as set out in the Proposal and are calculated as a percentage of the Consumption Charges.

5. Customer Data
5.1 If Codify receives a request for Customer Data either directly from a law enforcement agency or as redirected to Codify by Microsoft, then Codify will at first instance redirect the law enforcement agency to request that data directly from the Client. If legally compelled to disclose Customer Data to law enforcement then Codify will promptly notify the Client and provide a copy of the demand, unless legally prohibited from doing so.
5.2 The Client must notify individual users of the Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities in accordance with clause 5.1, and obtain the users’ consent to the same.

6. Termination and suspension
6.1 The rights in this clause apply in addition to all termination and suspension rights in the MSA.
6.2 Time is of the essence in relation to payment of invoices under this SoW and Codify may terminate this SoW immediately by notice to the Client if the Client does not pay any overdue invoice within 10 Business Days of Codify issuing a request for payment.
6.3 Either Party may terminate this SoW by providing at least 30 days’ notice in writing to the other party at any time.
6.4 This SoW will automatically terminate upon termination of the MSA for any reason.
6.5 Upon expiration or termination of the Service Period, the Client may by written notice to Codify delivered either prior to or within three Business Days of the end of the Service Period (the ‘Grace Period’) request Codify to:
(a) provide assistance to the Client to transition to an alternative service provider, and upon receiving such a request Codify will provide such reasonable assistance; and/or
(b) preserve Customer Data, and upon receiving such a request Codify will use reasonable endeavours to preserve the Customer Data.
6.6 Codify’s obligations under clause 6.5 are subject to:
(a) the Client paying all outstanding invoices prior to the end of the Grace Period;
(b) the Client not being Insolvent or in breach of any other provision of the MSA or this SoW in a way that exposes Codify to loss, damage, expense or liability to any third party;
(c) if applicable, the Client paying Codify’s reasonable costs of preserving the Customer Data, for which Codify may require upfront payment; and
(d) any consent or approval required from Microsoft, and any restrictions imposed by Microsoft, including the restriction referred to in clause 6.7.
6.7 The Client acknowledges that:
(a) the Client will generally have no direct access to the Customer Data unless and until the Customer Data is transferred to the Client or migrated to another reseller; and
(b) Microsoft will allow Customer Data to be migrated only within 90 days of cancellation of a CSP Subscription. If Microsoft assistance is required, the Client must pay for any additional fees charged by Microsoft for such assistance.
6.8 If Codify does not receive a request from the Client under clause 6.5, or if the conditions in clause 6.6 are not satisfied, Codify reserves the right to cancel all upstream provisioning of resources for the Services and permanently delete all Customer Data at any time after the Grace Period has expired.
6.9 Termination of this SoW does not affect any accrued rights or remedies of either Party. The MSA and the following clauses, and any other term by its nature intended to survive termination of this SoW, survive termination of this SoW: 1, 3, 5.1 and 6.