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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) materia lly 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 term ination, 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 reaso n.
<br />15. GENERAL
<br />15.1
<br />15.2 Independent Contractors. In perfo rming this Agreement, the Parties are independent contractors,
<br />and nothing contained in this Agreement shall be construed or implied to create an agency,
<br />partn ership 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 with held; 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 perm itted
<br />assigns. Notwithsta nding the foreg oing, Licensor may subcontract the perform ance 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 perm itted 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 ju risdiction, 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
<br />4821 -6909-6038. I
<br />Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7
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