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Term and Termination

Term

The term of this Agreement shall commence on the Effective Date and continue until no Sales Orders remain in effect hereunder unless otherwise terminated as stated below. The license term granted under a Sales Order (referred to therein as the “Subscription Period”) shall be as set forth in such Sales Order and if no such term is set forth, the license shall continue for the duration of 3 years (“Initial Term”). To avoid unintended service interruptions, at the end of the Initial Term, and at the end of each Renewal Term thereafter, the license term granted under each Sales Order shall automatically renew for an additional one (1) year term (each, a “Renewal Term”), unless either party shall provide written notice to the other party, not less than sixty (60) days prior to such date of expiration, of its election not to renew such license term. The Initial Term and each Renewal Term are collectively referred to as the “Term”.

Termination

 This Agreement may be terminated as follows: (i) by either party, at any time prior to the expiration of the then-current Term if the other party has committed a material breach of any of its obligations hereunder that has not been cured within thirty (30) days after receipt of written notice; or (ii) by either party, by providing notice of nonrenewal the Agreement as set forth in Section 4.1 above.

Automatic Termination

This Agreement terminates automatically, with no further action by either party, if: (i) a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for either party or its property; (ii) either party proposes or is subject to a general assignment for the benefit of or compromise or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a moratorium, rescheduling or reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either party is liquidated, wound up or dissolved; or (v) CUSTOMER breaches any obligation related to ASHLIN’s Intellectual Property rights which has not been cured within fourteen (14) days from written notice pertaining to such breach (or if incapable of being cured then immediately upon such written notice being given).

Consequences

Upon termination of this Agreement CUSTOMER shall discontinue immediately all further promotion, and marketing of the Software and use of the Software within the Customized ASHLIN DLP Package shall be discontinued except as expressly provided in this Section. So long as termination of this Agreement was not due to a breach by CUSTOMER or to CUSTOMER being subject to any of the matters set out in Section 4.3, and provided that CUSTOMER has paid and continues to pay when due, the license and other fees associated with any such licenses, the licenses granted hereunder shall continue in effect for any End User that has a license in effect as of the termination date to use the Customized ASHLIN DLP Package, until the earlier of (i) the end of the then current End Customer Term (i.e., not including any renewal of CUSTOMER’s agreement with such End Customer) or (ii) 12 months from the termination of this Agreement. ASHLIN’s obligation to provide CUSTOMER the Support Services shall continue in full force and effect for any such End Customer Terms, subject to payment by CUSTOMER of any applicable additional Support Services fees. Without limiting the generality of the foregoing, within fifteen (15) days after termination of this Agreement and all licenses described in this Section, CUSTOMER shall irrevocably erase the Software and the Documentation and all copies and portions thereof, and shall provide written certification to ASHLIN that such destruction has been completed.

Survival

The following Sections will survive the termination of this Agreement as applicable:

  • Ownership,
  • Warranty and Disclaimers,
  • Intellectual Property Warranties,
  • Infringement and 3.4 Customer Indemnification),
  • Survival,
  • General Provisions) and,
  • Confidentiality together with accrued payment obligations; provided, however, that Section 6 (Confidentiality) shall survive the termination or expiration of this Agreement for one (1) year.
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