Term AND TERMINATION of Agreement AND ORDERS

11.1 This Agreement will become effective as of the Effective Date first indicated above, and will continue in effect until the earlier of: (a) two (2) years; or (b) termination in accordance with this Article. Unless either party gives written notice to the other party of its intent not to renew the Agreement no later than thirty (3) days in advance of each anniversary of the Effective Date, the Agreement will automatically renew for subsequent 1 year terms.

CUSTOMER may terminate this Agreement or applicable Schedule for convenience, with or without cause, upon ninety-(90)-days written notice to Supplier. In the event of termination by CUSTOMER, CUSTOMER will have no liability to Supplier for any termination fee or penalty or any other payment whatsoever, other than payment for Services actually performed and Deliverables accepted by CUSTOMER.

Either party may terminate this Agreement or applicable Scope of Work or Order upon written notice in the event the other party commits a material breach of this Agreement or applicable Scope of Work or Order and has failed to cure such breach within thirty-(30)-days of the date of written notice of the material breach.

Each party may terminate this Agreement or any Scope of Work immediately by giving written notice if the other party becomes insolvent, or voluntary or involuntary proceedings by or against that party are instituted in bankruptcy or under any insolvency law, or a receiver or custodian is appointed for that party, or proceedings are instituted by or against that party for its dissolution, which proceedings, if involuntary, will not have been dismissed within thirty-(30)-days after the date of filing, or a party makes an assignment for the benefit of its creditors, or substantially all of the assets of that party are seized or attached and not released within thirty (30) days thereafter.

Effects of Termination

12.1 The termination of one or more Scope of Works or Orders or the expiration of this Agreement will not affect the validity of other then current Scope of Works or Orders. However, the termination of this Agreement by either party in the event of the other party’s breach will be deemed to terminate all then current Scope of Works.

Rights of termination under this Article will be without prejudice to any accrued rights or liabilities of either party to the other or any other rights of termination arising out of this Agreement or otherwise under applicable law. Termination will not be construed as a waiver of the right to assert or exercise any of those rights.

12.3 The following provisions of this Agreement will survive termination: (a) CUSTOMER’s outstanding payment obligations; (b) CUSTOMER’s license rights with respect to Deliverables and Supplier Intellectual Property; (c) all ownership rights and obligations of the parties with respect to Confidential Information; (d) Supplier’s warranty obligations; (e) indemnity obligations; (f) the dispute resolution provisions contained in Article 14.3; and (g) the General Terms contained in Article 7.

FORCE MAJEURE

13.1 Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party or its subcontractors. When a party’s delay or non-performance continues for a period of at least fifteen (15) days, the other party may terminate, at no charge, this Agreement or an Order or Schedule under it.

If Supplier has knowledge that anything prevents or threatens to prevent the timely performance of any Services under this Agreement, whether or not considered to be Force Majeure, Supplier will notify CUSTOMER immediately and include all relevant information concerning the delay or potential delay.

Date: 2015-12-24; view: 1159