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DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370
<br /> 13.1 Term. Unless terminated earlier in accordance with Section 13.2, this Agreement shall remain in
<br /> effect for the applicable term or terms set forth on Exhibit A, as the term or terms may vary for the
<br /> license to the Licensed Software and Documentation and the Support Services or other services.
<br /> The term of the agreement will commence upon contract signing and will continue for as long as
<br /> license fees are maintained. In the case where the base agreement expires and neither party has
<br /> extended the said base agreement, this agreement will renew automatically each year, until a new
<br /> agreement is signed.
<br /> 13.2 Termination; Effect of Termination. A Party may terminate this Agreement prior to the expiration
<br /> of an applicable term as follows: (a) if the other Party breaches a material obligation under this
<br /> Agreement, and fails to cure such breach within thirty (30) days from the date it receives from the
<br /> non-breaching Party a written notice of the breach and a demand for cure, (b) immediately by
<br /> written notice if the other Party(i) materially breaches Section 9, or(ii)files a petition in bankruptcy,
<br /> makes a general assignment for the benefit of its creditors, has a receiver appointed or applied for
<br /> it, or winds up or liquidates. Upon termination, Licensee shall return the Licensor Software and
<br /> Documentation to Licensor, and pay all accrued but unpaid fees and expenses, provided, this shall
<br /> in no way limit any legal or equitable remedies that Licensor may be entitled to. Any fees paid by
<br /> Licensee for services note performed by Licensor as of the termination date will be refunded, within
<br /> 90 days following termination.
<br /> 14. SURVIVAL. Sections 1, 2.2, 4, 8.5, 8.6, 9, 10, 12, 13, 14 and 15 shall survive termination of this Agreement
<br /> for any reason.
<br /> 15. GENERAL
<br /> 15.1
<br /> 15.2 Independent Contractors. In performing this Agreement, the Parties are independent contractors,
<br /> and nothing contained in this Agreement shall be construed or implied to create an agency,
<br /> partnership or employer and employee relationship between the Parties. Except as expressly set
<br /> forth in this Agreement, at no time shall either Party make commitments or incur any charges or
<br /> expenses for, or in the name of, the other Party.
<br /> 15.3 Assignment. Neither Party may assign this Agreement or any right, interest or benefit under this
<br /> Agreement without the prior written consent of the other Party, such consent not to be
<br /> unreasonably withheld; provided that in the event of a change in control of a Party, except for a
<br /> change of control of Licensee to a direct or indirect competitor of Licensor, either Party shall have
<br /> the right to assign this Agreement to a successor who acquired substantially all of the assets or
<br /> equity of such Party. Subject to the foregoing, this Agreement will be fully binding upon, inure to the
<br /> benefit of and be enforceable by the Parties hereto and their respective successors and permitted
<br /> assigns. Notwithstanding the foregoing, Licensor may subcontract the performance of any or all of
<br /> its obligations under this Agreement, provided it remains directly liable to Licensee.
<br /> 15.4 No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this
<br /> Agreement are intended solely for the benefit of the Parties, their successors and permitted
<br /> assigns. Nothing in this Agreement, whether express or implied, shall confer upon any person or
<br /> entity, other than the Parties, their successors and permitted assigns, any legal or equitable right
<br /> whatsoever to enforce any provision of this Agreement.
<br /> 15.5 Severability/Waiver. If any provision in this Agreement should be held illegal or unenforceable by a
<br /> court having jurisdiction, such provision shall be modified to the extent necessary to render it
<br /> enforceable without losing its intent or severed from this Agreement if no such modification is
<br /> possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by
<br /> either Party of any term or condition of this Agreement or any breach thereof, in any one instance,
<br /> shall not waive such term or condition or any subsequent breach thereof.
<br /> 15.6 Dispute Resolution. In the event any controversy or claim arises in connection with any provision
<br /> of this Agreement, or in connection with the rights or obligations of the Parties to this Agreement,
<br /> the Parties shall try to settle their differences amicably between themselves by referring the
<br /> disputed matter to the appropriate executives at the Director level or higher for discussion and
<br /> resolution. Either Party may initiate such informal dispute resolution by sending written notice of the
<br /> dispute to the other Party, and as soon as possible but no later than fifteen (15) days after such
<br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033
<br /> 4821-6909-6038.1
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