Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. 9.1 If Party B is in breach of this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B is 18.1 The Parties record that – 18.1.1 the breach of any one of the separate agreements so constituted shall be deemed to be a breach of all agreements effected in breach terms of this Agreement; 18.1.2 the termination of any individual Service in accordance in accordance with the provisions of this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but will not limited to affect the suspending or termination continuation of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is other Services provided in breach of the obligations in Section 4.1 terms of this Agreement, save as provided for in terms of clause 4.2; and 18.1.3 each Service may only be terminated in whole (and not in part only). 18.2 If a Party A may– 18.2.1 takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally; 18.2.2 takes steps to de-register itself or is de-registered; 18.2.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (ten) business days after it receives written notice to do so, provided that – 18.2.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or 18.2.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued, the Party shall be in default. 18.3 If a Party is in default (“Defaulting Party”), the other Party (“the Aggrieved Party”) shall be entitled, at its sole discretion, withhold the publication option without prejudice to any other right that it may have under this Agreement or at law – 18.3.1 to claim immediate specific performance of any of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its Defaulting Party’s obligations under Section 4.4 of this Agreement, in addition with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the possibility satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or 18.3.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A enforcing its rights pursuant breach will be deemed to Section 9.1 abovebe a material breach if – 18.3.2.1 it is capable of being remedied, Party B shall also independently bear all relevant criminal liabilitybut is not so remedied within the Notice Period; or 18.3.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period. 9.4 For 18.4 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the avoidance of doubtCourt specifically determines that such scale shall not apply, even if in which event the Agreement is terminated costs will be recoverable in accordance with this Agreementthe High Court tariff, the irrevocable license granted under this Agreement will still continue. Party Bdetermined on an attorney-and-client scale. 18.5 The Aggrieved Party’s exclusive remedies in respect terms of this clause 18 are without prejudice to any other remedies to which the Aggrieved Party A’s breach pursuant to this Agreement are monetary damagesmay be entitled in law. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 24.1 Should either party: 24.1.1 breach any of its obligations in terms hereof (including any Statement of Work) and fails to remedy such breach (where capable of remedy) within a period of 7 (seven) calendar days or if the breach cannot reasonably be remedied within 7 (seven) calendar days, the Party B in default shall be entitled to an extension to remedy the breach within such period of time as is agreed between the Parties, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 7 (seven) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued; or 24.1.2 be placed in liquidation or under business rescue or business administration (in either case, whether provisionally or finally); or 24.1.3 effect a compromise with its creditors; or 24.1.4 commit any act or omission which would be an act of insolvency in terms of the Insolvency Act 1986; or 24.1.5 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; the non-defaulting party shall, without prejudice to any other remedies which it may otherwise have in terms of the Agreement or at law, subject to the terms and conditions below under this Clause 24, be entitled to terminate this Agreement and/or any Statement of Work or any part of Services under a Statement of Work or claim specific performances, in which event such termination shall be without prejudice to, and shall not constitute a release or waiver of, any claims which the non- defaulting party may have for damages against the defaulting party occasioned by the termination of this Agreement and/or any Statement of Work (excluding Section 4.1)as the case may be) in terms of this Clause. 24.2 DigiBlu shall be entitled to termination this Agreement or any Statement of Work on sixty ( 60) days written notice where the Dependent Third Party terminates its license or agreement with DigiBlu without reason or as a result of any DigiBlu action or omission. Prior to termination DigiBlu shall first consult with the Customer and determine whether an alternative Dependent Third Party can be utilised for the purposes of delivery of the Services. 24.3 Should DigiBlu be obliged to institute legal action against the Customer to enforce any provisions of the Contract Documents, Party A may in order to take such measures as possession of the DigiBlu Equipment and / or to collect outstanding monies (undisputed monies) which is necessary in arrears, then the Customer will be responsible for all legal costs on an attorney and appropriate to protect its own rights and interestsclient basis, including but not limited such tracing fees and collection commission which such attorneys are entitled to charge, on successful judgement of the suspending or termination of remuneration payments DigiBlu claim. All other legal costs shall be on an attorney own client scale and the termination of the Agreement; moreover, Party B party successful in its claim and has obtained judgment shall return thirty percent (30%) of all income Party A paid be entitled to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termsaid costs. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 14.1 If a Party B is in ("Defaulting Party") commits any breach of this Agreement and fails to remedy such breach within 48 (excluding Section 4.1)forty eight) hours ("Notice Period") of written notice requiring the breach to be remedied, then the Party A may take such measures as is necessary and appropriate giving the notice ("Aggrieved Party") will be entitled, at its option – 14.1.1 to protect its own rights and interests, including but not limited to the suspending or termination claim immediate specific performance of remuneration payments and the termination any of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the Defaulting Party's obligations in Section 4.1 of under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party A may, at its sole discretion, withhold to provide security to the publication satisfaction of the Work and the payment of remunerations; moreover, Aggrieved Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term.Defaulting Party's obligations; or 9.3 If Party B acts in breach of its obligations under Section 4.4 of 14.1.2 to cancel this Agreement, with or without claiming damages, in addition which case written notice of the cancellation shall be given to the possibility Defaulting Party, and the cancellation shall take effect on the giving of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liabilitythe notice. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under 14.2 Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will still continue. Party B’s exclusive be deemed to be a material breach if - 14.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or 14.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made within the Notice Period. 14.3 The Aggrieved Party's remedies in respect terms of this clause 14 are without prejudice to any other remedies to which the Aggrieved Party A’s breach pursuant to this Agreement are monetary damagesmay be entitled in law. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 11.1 If any of the Parties breaches any provision of this Agreement (“Defaulting Party”) and, if such breach is capable of being remedied, fails to remedy the breach within 10 Days after written notice has been given to the Defaulting Party B by any other Party requiring the breach to be remedied, then the other Party shall be entitled to: 11.1.1 seek an order for specific performance against the Defaulting Party; or 11.1.2 cancel this Agreement in relation to the Defaulting Party; and / or 11.1.3 claim any damages suffered by the Aggrieved Party; without prejudice to any other rights and remedies existing under common law, statute or this Agreement. If the Customer is the Defaulting Party, damages will include any cancellation penalties that PSI may be liable for in respect of vendor licenses. 11.2 The Defaulting Party shall be liable for all costs and expenses (calculated on an Attorney and Own Client scale) incurred because of or in connection with any breach. 11.3 This Agreement shall be capable of being terminated by either Party (after the initial period prescribed in clause 6) subject to the provision of three (3) calendar month’s written notice (“Termination Notice”) being provided to the other Party. If the Defaulting Party is PSI: 11.3.1 PSI is to be notified in writing of the default and once notified, will have 3 months to remedy the default. Failing PSI’s remedying of the default, the Customer will be entitled to deliver its Termination Notice, as prescribed in clause 11.1 supra. 11.4 Any of the following acts shall be deemed as a material breach of this Agreement and render the Agreement capable of immediate termination, without the provision of the Termination Notice: 11.4.1 the Defaulting Party ceases to carry on business; 11.4.2 the Defaulting Party is placed under provisional or final liquidation; 11.4.3 the Defaulting Party undergoes a substantial change in ownership and fails to notify the other Party; and 11.4.4 the Defaulting Party has a judgment granted against it and fails to: 11.4.4.1 effect payment of the judgment debt; and/ or 11.4.4.2 takes steps to rescind the judgment, within twenty (excluding Section 4.1)20) Days of becoming aware of the judgment against it. 11.5 Where the CPA will have application, Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited namely with regards to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication provisions of the Work and the payment of remunerations; moreover, Party B CPA shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of supersede this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B is in breach of 16.1 the Licensor shall have the right to terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary with immediate effect and appropriate without prejudice to protect its own any other rights and interestsremedies which it may have, including but not limited to upon the suspending occurrence of any one or termination of remuneration payments and the termination more of the Agreement; moreover, Party B shall return thirty percent following events (30%hereinafter called "Default") : - 16.1.1 if the Licensee defaults in the performance of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect (apart from the Default referred to in clause 16.1.2; 16.1.2 if the Licensee fails to make any payment to the transferringLicensor on the due date therefore or within 7 (seven) days thereafter; 16.1.3 the Licensee fails to meet any minimum annual sales targets; 16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up; 16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936; 16.1.6 if the Licensee is placed into liquidation or placed under judicial management, licensingwhether provisionally or finally; 16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days; 16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and confidentiality obligations in respect absolute discretion of the Work Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or 16.2 in the event of the Default contemplated in clause 16.1, the Licensor shall remain in forceaddition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : - 16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or 16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensor may suffer as a result of such cancellation. 16.3 in the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.

BREACH AND TERMINATION. 9.1 10.1 If a Party B is in (Defaulting Party) commits any breach of this Agreement and fails to remedy such breach within 20 (excluding Section 4.1)twenty) Business Days (Notice Period) of written notice requiring the breach to be remedied, then the Party A may take such measures as is necessary and appropriate giving the notice (Aggrieved Party) will be entitled, at its option: 10.1.1 to protect its own rights and interests, including but not limited to the suspending claim immediate specific performance of all or termination of remuneration payments and the termination any of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the Defaulting Party's obligations in Section 4.1 of under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party A may, at its sole discretion, withhold to provide security to the publication satisfaction of the Work and the payment of remunerations; moreover, Aggrieved Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term.Defaulting Party's obligations; or 9.3 If Party B acts in breach of its obligations under Section 4.4 of 10.1.2 to cancel this Agreement, with or without claiming damages, in addition which case written notice of the cancellation shall be given to the possibility Defaulting Party, and the cancellation shall take effect on the giving of the notice. No Party shall be entitled to cancel this Agreement unless the breach is a material breach. A enforcing its rights pursuant breach will be deemed to Section 9.1 abovebe a material breach if: 10.1.2.1 it is capable of being remedied, Party B but is not so remedied within the Notice Period; or 10.1.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made once finally determined, provided that, without derogating from clauses 10.1.1 and 10.1.2, the Implementation Date shall also independently bear all relevant criminal liabilitybe postponed to the second Business Day following the expiry of the Notice Period in the event that the Implementation Date is scheduled to occur prior to the end of any Notice Period. 9.4 For 10.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the avoidance of doubtarbitrators or the court, even if as the Agreement is terminated case may be, specifically determine that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale. 10.3 The Aggrieved Party's remedies in terms of this Agreementclause 10 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law. 10.4 Notwithstanding the aforegoing, after Closing, none of the irrevocable license granted under Parties will have the right to cancel this Agreement will still continue. Party B’s exclusive remedies in respect or any other Transaction Document as a result of Party A’s a breach pursuant to this Agreement are monetary damagesthereof. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 22.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 22.2 In the event that this Agreement is terminated by the Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 22 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 22.3 If either Party B is in [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1)and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party A may take such measures as is necessary and appropriate [hereinafter the Aggrieved Party], shall be entitled, in addition to protect its own any other rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is remedies that it may have in breach of the obligations in Section 4.1 terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party A may, at may have for damages against the Defaulting Party. 22.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its sole discretion, withhold the publication debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Work and Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the payment appointment of remunerations; moreovera liquidator, Party B shall return trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termwhich it is subject. 9.3 If Party B acts 22.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in breach writing to the Supplier. For the purposes of its obligations under Section 4.4 this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 22.6 Notwithstanding this clause 22, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or 22.7 The provisions of clauses 2 [Definitions], 17 [Warranties], 22 [Rights on Cancellation], 26 [Confidentiality], 28 [Limitation of Liability], 29 [Intellectual Property Rights], 32 [Dispute Resolution] and 36.1 [Governing Law] shall survive termination or expiry of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 8.1 Should any Party (“the Defaulting Party”) commit a breach of any of the provisions hereof, then the other Party (“the Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the breach. If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Party’s rights to claim damages. The a foregoing is without prejudice to such other rights as the Aggrieved Party may have at law : Provided always that, notwithstanding anything to the contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 If and the Aggrieved Party B shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is in a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (excluding Section 4.1)ten) days after such amount has been determined. 8.2 Without prejudice to any other remedies which either of the Parties may otherwise have in terms of the Agreement or at law, Party A may take such measures as is necessary and appropriate either of the Parties shall be entitled to protect its own rights and intereststerminate the Agreement, including but not limited by written Notice to the suspending other, in the event that: 8.2.1 either of the Parties is finally liquidated. 8.2.2 the controlling interest or ownership in either of the Parties becomes vested in a competitor of either of the Parties. For the purpose of this clause, the party who makes this allegation shall carry the burden to prove same. 8.3 Delter shall be entitled to terminate this Agreement on written Notice to the Customer if the Customer breaches any provision of the licence agreement in respect of the Software. 8.4 The termination of remuneration payments and the Agreement, for whatever reason, shall not affect the rights of either of the Parties: 8.4.1 that may have accrued before the termination of the Agreement; moreover, Party B shall return thirty percent (30%) or 8.4.2 which specifically or by their nature survives the termination of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the TermAgreement. 9.2 If Party B is in breach 8.5 Either of the obligations in Section 4.1 of this Agreement, Party A may, Parties may terminate the Agreement at its sole discretion, withhold any stage by giving the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent other 2 (100%two) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach calendar months’ Notice of its obligations under Section 4.4 of this Agreement, in addition intention to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liabilitydo so. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B is 15.1 Notwithstanding the provisions of 4 above, if a party: 15.1.1 commits a material breach of any provision going to the root of this Agreement (including a failure to pay by due date) and fails to remedy the breach within fourteen (14) days of receipt of a written notice to do so, provided that if the breach can reasonably be remedied within a shorter period, the party giving the notice may specify that shorter period in the notice and the party in default shall remedy the breach within that shorter period; or 15.1.2 commits a breach of this Agreement which breach does not in itself constitute a material breach, then the breaching party shall be obliged to remedy the breach within fourteen (excluding Section 4.1)14) days of receipt of a written notice to do so and failing such rectification, Party A may take such measures as is necessary and appropriate to protect its own rights and intereststhe provisions of 14 shall apply. Furthermore, including but in the event, that either party continuously or repetitively commits breaches which are in themselves not limited material to the suspending or termination Agreement, but, by virtue of remuneration payments the repetitive nature of such breaches amount, in the non-breaching party’s reasonable opinion, to a material breach, then such breach shall be deemed to be a material breach and the termination non-breaching party shall be entitled to the remedy afforded in 15.1.1. and 15.3; or 15.1.3 takes steps to place itself, or is placed, in liquidation, either voluntarily or compulsorily, or under judicial management whether provisionally or finally; or 15.1.4 commits an act which could be an act of insolvency (as defined in the Insolvency Act from time to time) if committed by a natural person; or 15.1.5 fails to satisfy judgement against that party within 10 days after that party becomes aware of the Agreementjudgement, except that if the party provides evidence on an ongoing basis to the reasonable satisfaction of the other party that steps have been initiated within 10 days to appeal, review or rescind the judgement and to procure Suspension of execution and that such steps are being expeditiously pursued, the period of 10 days shall run from the date that judgement becomes final or the attempt to procure the Suspension of execution fails; moreover, Party B that party shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termbe in default. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B 15.2 The Company shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts be in breach of its obligations if:- 15.2.1 There is a change in management or ownership occurring in any person, body or entity who/ which has stood as surety or security for the Company’s obligation to MTN and such surety has not been replaced by a financial guarantee in a form and manner acceptable by MTN; or 15.2.2 If such person, body or entity which has stood as surety for the Company’s obligations is placed under Section 4.4 of provisional or final liquidation or interim or final receivership or judicial management or if that party has become insolvent or compromises or attempts to compromise its creditors; 15.2.3 then MTN shall be entitled to exercise the rights afforded to it in 15.1 and 15.3. 15.3 If a party is in default, the other party (the “aggrieved party”) shall be entitled, in addition to other remedies afforded to it in law, to: 15.3.1 cancel this Agreement in which event the aggrieved party shall be entitled to claim damages; or 15.3.2 uphold this Agreement, in which event the full balance owing, and all other obligations owed, by the party in default shall, at the option of the aggrieved party, become immediately due, payable and enforceable. 15.4 In the event of the License terminating for any reason or the regulations applicable to MTN and/or the telephony industry change to the extent that MTN’s position and/or ability to perform its obligations as required in this Agreement, is affected then, MTN shall be entitled to immediately serve notice of its intention to terminate this Agreement. The notice period of such termination notice shall be reasonable in the circumstances. Such termination by MTN shall not constitute a breach of the Agreement by MTN. 15.5 In addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B in the event that the Company:- 15.5.1 has a change in shareholdings such that existing shareholders (being shareholders of the Company as at the signature date and proof of which shall also independently bear all relevant criminal liabilitybe supplied by the Company simultaneously with the signature of this Agreement) no longer own and/or control more than 50% of the issued shares of the Company, OR 15.5.2 the existing shareholders enter into such agreement that they no longer have management control of the Company; without MTN’s written consent, which consent shall not be unreasonably withheld, then MTN shall be entitled to terminate this Agreement on ninety (90) days written notice to the Company. For the purposes of this 15.5, in the event that MTN does not revert with its consent or the withholding thereof, within twenty (20) business days of request by the Company, MTN shall be deemed to have given its consent. 9.4 For 15.6 Without derogating from any of the avoidance provisions referred to above, in the event that any Competing Third Party becomes a shareholder of doubtthe Company, even if without MTN’s prior written consent, which consent shall be given or refused in MTN’s sole discretion and which shall be notified by MTN to the Agreement is terminated in accordance with this AgreementCompany within twenty (20) days of the Company’s written request, the irrevocable license granted under then MTN shall be entitled to terminate this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect on sixty (60) days written notice to the transferring, licensing, and confidentiality obligations in respect of the Work Company. Such termination shall remain in forcebe without prejudice to MTN’s rights.

BREACH AND TERMINATION. 9.1 17.1 If a Party B – 17.1.1 takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally; 17.1.2 takes steps to de-register itself or is de-registered; 17.1.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (excluding Section 4.1ten) business days after it receives written notice to do so, provided that – 17.1.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or 17.1.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued; the Party shall be in default. 17.2 If a Party is in default (“Defaulting Party”), the other Party A (“the Aggrieved Party”) shall be entitled, at its option without prejudice to any other right that it may take such measures as is necessary and appropriate have under this Agreement or at law – 17.2.1 to protect its own rights and interests, including but not limited to the suspending or termination claim immediate specific performance of remuneration payments and the termination any of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the Defaulting Party’s obligations in Section 4.1 of under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party A may, at its sole discretion, withhold to provide security to the publication satisfaction of the Work and the payment of remunerations; moreover, Aggrieved Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term.Defaulting Party’s obligations; or 9.3 If Party B acts in breach of its obligations under Section 4.4 of 17.2.2 to cancel this Agreement, with or without claiming damages, in addition which case written notice of the cancellation shall be given to the possibility Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A enforcing its rights pursuant breach will be deemed to Section 9.1 abovebe a material breach if – 17.2.2.1 it is capable of being remedied, Party B shall also independently bear all relevant criminal liabilitybut is not so remedied within the Notice Period; or 17.2.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period. 9.4 For 17.3 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the avoidance of doubtCourt specifically determines that such scale shall not apply, even if in which event the Agreement is terminated costs will be recoverable in accordance with this Agreementthe High Court tariff, the irrevocable license granted under this Agreement will still continue. Party Bdetermined on an attorney-and-client scale. 17.4 The Aggrieved Party’s exclusive remedies in respect terms of this clause 17 are without prejudice to any other remedies to which the Aggrieved Party A’s breach pursuant to this Agreement are monetary damagesmay be entitled in law. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 50.1. If a Party B is in (the "Defaulting Party") commits any breach of this Agreement and fails to remedy such breach (excluding Section 4.1), Party A may take such measures as is necessary and appropriate subject to protect its own rights and interests, including but not limited clause 50.2) within 20 (twenty) Business Days (the "Notice Period") of written notice requiring the breach to be remedied by the suspending or termination of remuneration payments and the termination expiry of the Agreement; moreoverNotice Period, then the Party B shall return thirty percent giving the notice (30%the "Aggrieved Party") of all income will be entitled, at its option, to: 50.1.1. claim immediate specific performance by the Defaulting Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations which it has breached, with or without claiming damages; or 50.1.2. subject to clause 50.4, cancel this Agreement, with or without claiming damages, in Section 4.1 which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the date on which the notice is 213 given, provided that no Party shall be entitled to cancel this Agreement unless the breach is a breach of a material term going to the root of this Agreement. 50.2. If the Notice Period would, Party A maybut for this clause 50.2, at its sole discretionexpire after the Closing Date, withhold then the publication Closing Date shall be extended to the last Business Day of the Work and month immediately succeeding the payment month in which the Closing Date would have occurred but for this clause 50.2. 50.3. The Aggrieved Party’s remedies in terms of remunerations; moreoverthis clause 50 are, Party B shall return subject to Party A one hundred percent (100%) the other provisions of all income Party A paid to Party B and compensate Party A for all losses incurred thereofthis clause 50, including but not limited without prejudice to any expenses incurred by other remedies to which the Aggrieved Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termmay be entitled in Law. 9.3 If Party B acts 50.4. This Agreement may be terminated prior to the Closing Date by any of the Purchasers: 50.4.1. in accordance with clause 7; 50.4.2. if AngloGold, any of the WW Companies or any of the VR Companies is provisionally or finally liquidated or becomes subject to any other statutory business rescue process (or any application is launched in that regard, save for frivolous or vexatious applications); 50.4.3. if the Purchasers become aware that there is a breach of its obligations any one or more of the Warranties given by AngloGold under Section 4.4 of this Agreement, or any combination of them, provided that it is reasonably likely that the Purchasers (individually or collectively, in addition aggregate) will suffer a Loss, in aggregate, of at least USD60 000 000 (sixty million Dollars) if the transactions contemplated under this Agreement were implemented on the Closing Date, and AngloGold does not cure such breach or breaches within the Notice Period. 50.5. This Agreement may be terminated by AngloGold prior to the possibility Closing Date if: 50.5.1. any of the Purchasers are provisionally or finally liquidated or becomes subject to any other statutory business rescue process (or any application is launched in that regard, save for frivolous or vexatious applications); or 50.5.2. AngloGold becomes aware that there is a breach of any one or more of the warranties given by the Purchasers under this Agreement, or any combination of them, provided that it is reasonably likely that AngloGold will suffer a Loss, in aggregate, of at least USD60 000 000 (sixty million Dollars) if the transactions contemplated under this Agreement were implemented on the Closing Date, and the Purchasers do not cure such breach or breaches within the Notice Period. 50.6. At any time prior to the Closing Date, any Party A enforcing its rights shall inform the other of the happening of any matter, thing or event which occurs or arises, or may become known to it which is, or could 214 reasonably result in, a termination event as contemplated in clauses 50.4.3 or 50.5.2 within 10 (ten) Business Days from becoming aware of same. 50.7. In the event of termination of this Agreement pursuant to Section 9.1 aboveclause 7.3, Party B 50.4 or 50.5 by the Purchasers or AngloGold, as the case may be, written notice thereof shall also independently bear all relevant criminal liabilityforthwith be given to the other Party, and this Agreement shall terminate, and the purchase of the Sale Package hereunder shall be abandoned, without further action by the Purchasers or AngloGold. 9.4 For 50.8. In the avoidance of doubt, even if the event that this Agreement is validly terminated in accordance with this Agreementclause 7.3, 50.4 or 50.5, each of the irrevocable license granted Parties shall be relieved of its respective duties and obligations arising under this Agreement will still continuefrom and after the date of such termination, and such termination shall be without liability to the Purchasers or AngloGold; provided that no such termination shall relieve any Party from liability (including any liability for damages) for any breach of this Agreement or other liability arising prior to termination hereof; and provided further that the provisions and obligations of the Parties set out in clauses 1, 2 and 50 to 62 (both inclusive) shall survive any such termination and shall be enforceable under this Agreement. 50.9. Notwithstanding the aforegoing, no Party B’s exclusive shall be entitled to cancel this Agreement after Closing on the Closing Date. 50.10. No Purchaser shall be entitled to any remedies under or in respect of Party A’s breach pursuant to this Agreement are monetary damagesas a result of a breach by the other of them. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 21.1. Without prejudice to any rights and remedies that may have accrued, either Party B may terminate this MSA with immediate effect upon written notice if the other Party: 21.1.1. is placed under liquidation, winding up, judicial management, business rescue (voluntary or compulsory, final or provisional) or takes steps to commence any of these proceedings, or the equivalent of these in any jurisdiction; provided that should the Customer be subject to any such proceedings, this MSA will continue, and the Customer must continue to make full payment of all Charges; 21.1.2. any representation or warranty or undertaking or document submitted to Liquid is found to be untrue, false or materially incorrect; 21.1.3. is unable to pay its debts or attempts to compromise with its creditors or commits an act of insolvency as defined in the Insolvency Act, 1936; 21.1.4. any of the Customer’s assets are attached pursuant to a writ of execution; and/or 21.1.5. ceases to trade, takes steps to deregister itself or is deregistered. 21.2. Should a Party commit any other breach of this Agreement MSA (excluding Section 4.1)“Defaulting Party”) and fail to remedy such breach within 30 days of written notice requiring the breach to be remedied, then the other Party A may take such measures as is necessary and appropriate will be entitled, at its option, without prejudice to protect its own any rights and interestsremedies that may have accrued under this MSA or at law, including but to: 21.2.1. claim immediate specific performance of the Defaulting Party’s obligations, with or without claiming damages; or 21.2.2. terminate this MSA, with or without claiming damages, on 10 days written notice. 21.3. A Party will otherwise be entitled to terminate the MSA or any COF on 60 days' prior written notice. 21.4. Termination of any COF will not limited to affect any other COF and/or Service Schedule, which will continue in full force and effect. 21.5. This MSA will remain in full force and effect until the suspending expiry or termination of remuneration payments and the last COF. 21.6. Termination of this MSA or any COF will be subject to the early termination charges set out in clause 22 (Early Termination Costs). 21.7. In the event that the Customer has not provided Liquid with the countersigned Customer Site Requirements Specification granting permission for Liquid to trench, install and/or to mount the required infrastructure at the Customer Premises within 14 days from the date of receipt of the Agreement; moreoverdrawings of the planned route and/or mounting position in question, Party B shall return thirty percent Liquid will be entitled to terminate the COF in question with immediate effect. All Services terminated in terms of this clause will be subject to the early termination charges set out in clause 22 (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the TermEarly Termination Costs). 9.2 If Party B is in breach of the obligations in Section 4.1 21.8. Termination of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, MSA or rescinded in advance a COF for any reason, cause will not release the surviving rights and obligations provided for in this Agreement with respect to Customer from any liability which at the transferring, licensing, and confidentiality obligations time of termination has already accrued or which thereafter may accrue in respect of the Work shall remain in forceServices provided by Liquid.

BREACH AND TERMINATION. 8.1 Should any Party (“the Defaulting Party”) commit a breach of any of the provisions hereof, then the other Party (“the Aggrieved Party”) shall, if it wishes to enforce its rights hereunder, be obliged to give the Defaulting Party 10 (ten) days’ written notice to remedy the breach. If the Defaulting Party fails to comply with such notice, the Aggrieved Party shall be entitled to cancel this Agreement or to claim immediate payment and/or performance by the Defaulting Party of all of the Defaulting Party’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Party’s rights to claim damages. The a foregoing is without prejudice to such other rights as the Aggrieved Party may have at law : Provided always that, notwithstanding anything to the contrary contained in this Agreement, the provisions of this clause 8 shall be subject to the provisions of clause 9.1 If and the Aggrieved Party B shall not be entitled to cancel this Agreement for any breach by the Defaulting Party unless such breach is in a material breach going to the root of this Agreement and is incapable of being remedied by a payment of money or, if it is capable of being remedied by a payment of money, the Defaulting Party fails to pay the amount concerned within 10 (excluding Section 4.1)ten) days after such amount has been determined. 8.2 Without prejudice to any other remedies which either of the Parties may otherwise have in terms of the Agreement or at law, Party A may take such measures as is necessary and appropriate either of the Parties shall be entitled to protect its own rights and intereststerminate the Agreement, including but not limited by written Notice to the suspending other, in the event that: 8.2.1 either of the Parties is finally liquidated; 8.2.2 the controlling interest or ownership in either of the Parties becomes vested in a competitor of either of the Parties. For the purpose of this clause, the party who makes this allegation shall carry the burden to prove same; 8.3 The Contractor shall be entitled to terminate this Agreement on written Notice to the Customer if the Customer breaches any provision of the licence agreement in respect of the Software. 8.4 The termination of remuneration payments and the Agreement, for whatever reason, shall not affect the rights of either of the Parties: 8.4.1 that may have accrued before the termination of the Agreement; moreover, Party B shall return thirty percent (30%) or 8.4.2 which specifically or by their nature survives the termination of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the TermAgreement. 9.2 If Party B is in breach 8.5 Either of the obligations in Section 4.1 of this Agreement, Party A may, Parties may terminate the Agreement at its sole discretion, withhold any stage by giving the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent other 2 (100%two) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach calendar months’ Notice of its obligations under Section 4.4 of this Agreement, in addition intention to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liabilitydo so. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 20.1 Should either party; 20.1.1 breach any of its obligations in terms hereof (including any Service Schedule) and fail to remedy such breach within 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party B is in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued. 20.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice calling upon it to do so; 20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, whether provisionally or finally); or 20.1.4 effect a compromise with its creditors; or 20.1.5 commit any act or omission which would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or 20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, without prejudice to any other remedies which it may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the suspending defaulting party, in which event such termination shall be without prejudice to, and shall not constitute a release or termination of remuneration payments and waiver of, any claims which the non-defaulting party may have for damages against the defaulting party occasioned by the termination of the this Agreement and/or any Service Schedule (as the case may be) in terms of this clause. 20.2 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material. 20.3 Without prejudice to the aforesaid right, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out above, LexTrado may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless LexTrado specifically indicate cancellation of the Agreement; moreover; 20.4 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, Party B shall return thirty percent on at least 20 (30%twenty) Business Days advance written notice to LexTrado at any time prior to the expiration of the Initial Period, subject to payment of all income Party A paid amounts due and payable up to Party B the date of cancellation and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees payment of a reasonable cancellation fee that LexTrado may charge for the Work during early termination in contemplation of the TermAgreement or Service Schedule enduring for its intended Initial Period. 9.2 20.5 If Party B the Customer is in breach of a Juristic Person, the obligations in Section 4.1 of Customer may not terminate the Agreement or Service Schedule prior to the Initial Term except as otherwise agreed to under this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B is in 18.1 Should any PARTY (the “guilty party”) commit a breach of this Agreement AGREEMENT and fail or refuse to rectify that breach within 14 (excluding Section 4.1FOURTEEN) days after receipt of a written notice from the other PARTY (the “innocent party”), Party A calling upon the guilty party to rectify that breach, the innocent party shall be entitled, without prejudice to any other of his rights, to forthwith cancel this AGREEMENT by written notice to the guilty party. 18.2 Without limiting the generality of clause 18.1, CENTLEC shall be entitled to cancel this AGREEMENT without notice to the CUSTOMER on the occurrence of one or more of the following events – 18.2.1 any act of insolvency as defined in the Insolvency Act 24 of 1936, by the CUSTOMER; 18.2.2 any endeavour by the CUSTOMER to compromise generally with its creditors; and 18.2.3 placement of the CUSTOMER liquation for judicial management (whether provisionally or finally). 18.3 In the event of the breach contemplated in 18.1 either PARTY, or in the event of breach by the CUSTOMER as contemplated in clause 18.2, CENTLEC, shall have the right, without prejudice to any other right which it may take have against the other PARTY, to- 18.3.1 treat as immediately due and payable all outstanding amounts and to claim such measures amounts as is necessary and appropriate to protect its own rights and interestsin arrears, including but not limited interest; 18.3.2 immediately cancel this AGREEMENT. in either event without prejudice to such PARTY’S right to claim damages. 18.4 Upon cancellation of this AGREEMENT by either PARTY, CENTLEC shall be entitled to immediately disconnect the electricity SUPPLY to the suspending or termination of remuneration payments and the termination premises of the Agreement; moreover, Party B CUSTOMER. 18.5 The CUSTOMER shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A be liable for all losses costs incurred thereofby CENTLEC in the recovery of any amounts or the enforcement of any rights which it has hereunder, including but collection charges and costs of an attorney on an attorney and own client scale, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment. 18.6 CENTLEC may, in addition, charge interest on accounts which are not limited paid by the due date appearing on the account, at an interest rate as approved by CENTLEC from time to time. Such interest shall be computed from the date of breach until the date of payment of any such amount is effected by the CUSTOMER. Furthermore such interest shall be calculated and compounded monthly and capitalized immediately upon calculation. 18.7.1 The CUSTOMER hereby indemnifies and agrees to hold harmless CENTLEC and its subsidiaries, affiliates, officers, agents, directors and employees – Against any liability, loss, claim, damage, investigation or legal action arising out of or in connection with this Agreement, or as a result of death of or personal injury to any expenses incurred by Party A such as notary feesperson originating from any actions or conduct of the Customer and it subsidiaries, attorney feesaffiliates, accreditation feesofficers, litigation feesindependent contractors, agents, directors, and all the promotion employees pursuant to and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 terms of this Agreement, Party A mayincluding, at its sole discretionwithout limitation, withhold the publication amounts paid in settlement of the Work and the payment of remunerations; moreoverclaims, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation feeslegal action or investigations, and agrees to bear all costs and expenses, including, without limitation, all reasonable attorney and counsel fees incurred in connection with the promotion defence or settlement of any claim, legal action or investigation, where such costs and marketing fees for expenses are incurred in advance of judgment, but with the Work during the Term. 9.3 If Party B acts in breach exclusion of any loss, damage or liability incurred through gross negligence or intentional misconduct of CENTLEC and its obligations under Section 4.4 of this Agreementsubsidiaries, in addition affiliates, officers, independent contractors, agents, directors and employees, to the possibility of Party A enforcing its rights pursuant to Section 9.1 aboveextent that such liability, Party B shall also independently bear all relevant criminal liability. 9.4 For loss, claims, damage, investigations or legal action results from or were caused by the avoidance of doubtsubsidiaries, even if the Agreement is terminated in accordance with this Agreementaffiliates, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspendedofficers, terminatedindependent contractors, or rescinded in advance for any reasonagents, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensingdirectors, and confidentiality obligations employees in respect their capacity as such of CENTLEC; Centlec SHALL PROMPTLY GIVE NOTICE TO THE customer OF ANY SUCH CLAIM AND CO-OPERATE WITH THE INDEMNIFYING Party regarding the Work shall remain in forcedefence of such a claim.

BREACH AND TERMINATION. 9.1 If 8.1. This Mandate Agreement is valid for the Mandate Period as set out in Clause 7, subject to all material terms of this agreement being adhered to at all times. 8.2. Either Party B (the “Aggrieved Party”) shall be entitled to, in addition to its other remedies in law or in terms of this Mandate, terminate this Mandate at any time if the other Party (the “Defaulting Party”): 8.2.1. Commits a breach of any provision of this Mandate Agreement and fails to remedy the breach within 7 (Seven) Days of receipt of written notice to do so; or 8.2.2. Commits breach of this Mandate Agreement after having remedied an early similar breach during the preceding 12 (Twelve) months; or 8.2.3. Takes steps to place itself, or is placed, in liquidation either voluntarily or compulsory, or under judicial management whether provisionally or finally or attempts to effect a compromise with its creditors or engages in a business rescue exercise; or 8.2.4. Takes steps to deregister itself or is deregistered as a company; or 8.2.5. Commits an act which could be an act of insolvency (as defined in the Insolvency Act 24 of 1936), if committed by a natural person; or 8.2.6. Fails to satisfy judgment against it within 21 (Twenty One) Days after it becomes aware of the judgment, except that if it provides evidence on an on-going basis to the reasonable satisfaction of the Aggrieved Party that legal proceedings have been launched to appeal, review or rescind the judgment and to procure suspension of execution and that such proceedings are being expeditiously pursued, the period of 21 (Twenty One) Days shall run from the date that judgment becomes final or the attempt to procure the suspension of execution fails, then the Defaulting Party shall be in breach of this Mandate, and the Aggrieved Party shall be entitled, without prejudice to any other rights it may have, to terminate this Mandate and all other agreements (if any) between the Parties. 8.3. If this Mandate Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and intereststerminated for any reason whatsoever, including but not limited cancellation for breach of a material term, then without prejudice to any other rights which the Parties may have in law or under this Mandate Agreement, the Parties agree that: 8.3.1. Each Party shall provide the other Party all the administrative assistance, in order to facilitate the smooth termination of this Mandate Agreement; 8.3.2. Each Party shall immediately cease to use or display any marks or logos, whether registered or unregistered, or licensed, which are proprietary to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation feesother Party, and all shall make or cause to be made, the necessary changes to its promotion and marketing fees for the Work during the Termadvertising material. 9.2 If Party B is in breach of 8.3.3. The Originator undertakes to honour on all Marketing Contributions to the obligations in Section 4.1 Developer, due to bond applications having been approved prior to termination of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 22.1 If any Party B is (“Defaulting Party”) commits a breach of any of its obligations in breach terms of this Agreement and fails to remedy that breach within a period of 14 (excluding Section 4.1)fourteen) days of being called upon to do so in writing by any of the other Parties, then that other Party A may, at its option and without prejudice to any other rights which it may take have at law: (a) sue for specific performance of the Defaulting Party’s obligation under this Agreement and any damages which it may have suffered as a result of that breach; and/or (b) sue for damages in lieu of specific performance. (c) in the case of the Seller, to the extent allowed by law, demand and receive payment under any guarantee and/or other security for such measures obligations, letter of credit or other credit support document without following any judicial procedure, provided that no Party may cancel this Agreement or the sale herein unless otherwise permitted in this clause 22. 22.2 Notwithstanding clause 22.1, after the Signature Date, subject only to clause 22.4, none of the Parties will have the right to cancel this Agreement as is necessary a result of a breach of its provisions. 22.3 In the case of material breach committed prior to the Closing Date, the Buyers may, if committed by the Seller and appropriate the Seller may, if committed by the Buyers or either of them, terminate this Agreement prior to protect its own rights and intereststhe Closing Date. Material breach shall include, including but not be limited to the suspending breach of: (a) any material warranty or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 other material provision of this Agreement, provided that the Party A mayin material breach has failed to remedy the material breach within 10 (ten) Business Days of written notice requiring the material breach to be remedied unless the 10 (ten) Business Days coincides with the Closing Date in which case, at its sole discretion, withhold the publication of Party in material breach must remedy that breach before the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, Closing Date even if the Agreement notice period is terminated accordingly shorter than 10 (ten) Business Days; and/or (b) the restraint, lockout, intellectual property and/or confidentiality provisions recorded in accordance with this Agreement, the irrevocable license granted under . 22.4 Any Party may terminate this Agreement will still continue. prior to the Closing Date in the event that: (a) any other Party B’s exclusive remedies is, other than for the purposes of reconstruction or amalgamation, placed under voluntary or compulsory liquidation or sequestration, whether provisional or final; (b) business rescue proceedings are commenced in terms of the Companies Act in respect of any other Party; or (c) any other Party A’s breach makes any arrangement or compromise with its creditors generally or ceases or threatens to cease to carry on business. 22.5 Any cancellation pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for clause22 will be without prejudice to any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations claim a Party may have in respect of any prior breach of the Work shall remain in forceterms of this Agreement by another Party.

BREACH AND TERMINATION. 9.1 If 14.1 Should any Party B is in breach (the Defaulting Party) commit a breach, other than a material breach, of this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination any of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 provisions of this Agreement, then any other Party A may(the Aggrieved Party) shall be entitled to require the Defaulting Party to remedy the breach within 5 (five) Business Days, at its sole discretionor any other reasonable time, withhold of delivery of a written notice requiring it to do so. If the publication Defaulting Party fails to remedy the breach within the period specified in such notice the Aggrieved Party shall be entitled to claim immediate payment and/or performance by the Defaulting Party of all of the Work Defaulting Party’s obligations. The aforegoing is without prejudice to such other rights as the Aggrieved Party may have at law. 14.2 The BHF may immediately terminate this Agreement at any time by giving written notice of such termination to the User if: 14.2.1 the User is, other than for the purposes of reconstruction or amalgamation, placed under voluntary or compulsory liquidation/sequestration (whether provisional or final) or under business rescue or under receivership or under the equivalent of any of the aforegoing; 14.2.2 a final and unappealable judgement against the payment User remains unsatisfied for a period of remunerations; moreover10 (ten) Business Days or more after it comes to the notice of the User; 14.2.3 the User makes any arrangement or composition with its creditors generally or ceases to carry on business; 14.2.4 ceases to render medical services and/or becomes unauthorized to, Party B or disqualified from providing medical services. 14.3 Any termination of this Agreement pursuant to the provisions of clause 14.2 shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited be without prejudice to any expenses incurred by claim which a Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies may have in respect of Party A’s any prior breach pursuant to of the terms and conditions of this Agreement are monetary damagesby the other Party. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 20.1. Either Party B (the "Innocent Party") shall be entitled to terminate this Agreement immediately on written notice to the other Party (the "Breaching Party") if the Breaching Party is in material breach of any of its material obligations under this Agreement and the Breaching Party has failed to remedy that breach within 30 days after receiving written notice from the Innocent Party to remedy that breach. 20.2. Either Party shall be entitled to immediately terminate this Agreement if: 20.2.1. a Breaching Party is subject to an Insolvency Event; 20.2.2. a Breaching Party is in breach of any of its obligations under this Agreement (excluding Section 4.1)and that breach is incapable of remedy by such a Party; 20.2.3. a Breaching Party commits a second or subsequent breach of any of its obligations under this Agreement, and which is the same or similar to a previous breach in respect of which the Breaching Party A may take such measures as has previously been given notice by the Innocent Party requiring it to remedy that previous breach; 20.2.4. the Breaching Party takes steps to de-register itself or is necessary and appropriate to protect its own rights and interests, including but not limited to de-registered; 20.2.5. the suspending Breaching Party ceases trading or termination of remuneration payments and conducting business in the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred ordinary course thereof, including but not limited or indicates its intention to do so; 20.2.6. a Regulator declares in writing that any matters or activities contemplated in this Agreement are unlawful; 20.2.7. a Party reasonably believes that the Services, continuing to perform under this Agreement, or any matters or activities contemplated in this Agreement may be unlawful or would result in either Party breaching Applicable Laws, provided that the Parties shall first discuss the matter and provide prior written notice and cure period of 60 days prior to exercising this termination right; or 20.2.8. there is any change in or to any expenses incurred by Party A such as notary feesApplicable Laws applicable to this Agreement, attorney fees, accreditation fees, litigation fees, provided that the Parties shall first discuss the matter and all the promotion provide prior written notice and marketing fees for the Work during the Termcure period of 60 days prior to exercising this termination right. 9.2 If Party B is in breach of 20.3. Notwithstanding the obligations in Section 4.1 provisions of this Agreement, Party A mayat any time after the Effective Date, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under OSD may terminate this Agreement will still continue. Party Bfor convenience by giving the Provider one calendar month’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damageswritten notice. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If a Party: 13.1 Fails to pay any amount by due date and fails to make payment within 10 (ten) days of (breach) written notice to do so; 13.2 Breaches any other provision of this Agreement and fails to remedy the breach within 10 (ten) days of written notice to do so, provided that: 13.2.1 if the breach can reasonably be remedied within a shorter period the Party B giving notice may specify that shorter period in the notice and the Party in default will remedy the breach within that period; 13.2.2 if the breach cannot reasonably be remedied within 10 (ten) days, the Party will be entitled to an extension, not exceeding a further 60 (sixty) days to remedy the breach on condition that the Party in default provides evidence to the reasonable satisfaction of the other Party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued; 13.2.3 take steps to deregister itself or is deregistered unless for purposes of restruc- turing and/or reorganisation of itself; commits an act of insolvency as defined in the Insolvency Act as amended from time to time, or, being a corporate body, commits an act which would be an act of insolvency if committed by a natural person unless for purposes of restructuring and/or reorganisation of itself; then the Party will be in default. 13.3 Is in default, the other Party (the aggrieved Party) will be entitled, in addition, to all other remedies at law, to: 13.3.1 cancel the Agreement, in which event the aggrieved Party may retain all monies paid by the Party in default or claim damages; 13.3.2 if the aggrieved Party elects to claim damages, the aggrieved Party may retain all monies paid by the Party in default pending determination of the amount of the damages; or 13.3.3 uphold the Agreement in which event the full balance owing and all other obligations owed by the Party in default will, at the option of the aggrieved Party, become immediately due, payable and enforceable. 13.4 Is in default and the default is of a continuing nature or if a Party is in breach of any provisions of this Agreement (excluding Section 4.1)and has been given written notice to remedy the breach, Party A the aggrieved Party: 13.4.1 may take such measures as is necessary and appropriate suspend performance of the aggrieved Party’s obligations during the default or breach; and 13.4.2 will be entitled to protect its own a reasonable additional period for the performance of the ag grieved Party’s obligations. 13.5 Termination of this Agreement by the Licensor will be without prejudice to any existing rights and interestsand/or claims that the Licensor may have against the Licensee. 13.6 Subject at all times to clause 4, including but not limited to in the suspending or termination event of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A mayhow soever arising: 13.6.1 the Licensee will cease forthwith to use the Intellectual Property; 13.6.2 the Licensee will, at its sole discretionwithin 20 (twenty) Business Days deliver up to the Licensor all Intellectual Property together with all documents, withhold packaging, advertising, promotional or other material and all copies thereof containing any reference to the publication Technology Platform or containing any of the Work Intellectual Property, in the possession, custody or control of the Licensee; 13.6.3 the Licensor will be entitled to request the Registrar of Technology Platform in the Territory to cancel any registrations of the Licensee as a registered user of the Technology Platform and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B Licensee will upon demand by the Licensor cooperate and compensate Party A for all losses incurred thereof, including but not limited to do any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all acts and things and execute all such documents as may be necessary to procure such cancellations; 13.6.4 if applicable, the promotion Licensee will forthwith change its corporate name and marketing trading style to a name not including the Technology Platform or any of them or anything confusingly similar thereto and will file all necessary documentation and pay all necessary fees for to record such change of name at the Work during relevant office in the Term.relevant Territory; 9.3 If Party B acts in breach of its obligations under Section 4.4 13.6.5 the Licensee will not do or omit to do any act after the expiry or termination of this Agreement, Agreement which might reasonably lead any person to believe that the Licensee is still licensed to use the Intellectual Property or any part thereof; 13.6.6 all provisions of this Agreement which in addition order to give effect to the possibility of Party A enforcing meaning needs to survive its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement termination will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in forcefull force and effect after termination.

BREACH AND TERMINATION. 9.1 11.1 If either Party B is in breach breaches any provision or term of this Agreement and fails to remedy such breach within 14 days after receipt of a written notice from the other party requiring it to do so (excluding Section 4.1or if it is not reasonably possible to remedy the breach within 14 days, within such further period as may be reasonable in the circumstances, provided that the Party in breach furnishes evidence within the period of 14 days that it has taken whatever steps are available to it to commence remedying the breach), then the aggrieved Party A shall be entitled to: 11.1.1 cancel this Agreement; or 11.1.2 claim specific performance 11.2 Notwithstanding anything to the contrary herein contained, this Agreement may take such measures as further be terminated by one of the parties in the event that: 11.2.1 An order is necessary made by any court of competent jurisdiction, whether provisional or final, for the winding up or the judicial management of the other party; 11.2.2 The other party passes a resolution for its voluntary winding up; 11.2.3 The other party cedes its rights under this agreement to any third party without the prior written consent of the other; 11.2.4 The other party compromises generally with its creditors otherwise than in the course of the re-structuring of its capital or its merger with a third party. 11.3 It is within the right of the Owner to voluntary terminate this agreement outside of what is provided for under 11.1 and appropriate 11.2 but subject to protect the following: 11.3.1 The Asset/s must not be in a Lactating period 11.3.2 The Asset/s are not in a state of a confirmed pregnancy 11.3.3 These is no unpaid invoices due for direct costs to the Managing Party. 11.4 On termination of this agreement the Owner shall collect its own rights and interestsAsset/s from the location specified on the Livestock register within 30 Days, unless otherwise agreed in writing by both parties. All costs for the transportation of the Asset/s will be for the costs of the Owner. 11.5 Should the Owner not collect the Asset/s within the allotted time, then the Managing Party may make arrangements to recover costs, including but not limited storage and maintenance costs, and may sell the Asset/s to recover costs if necessary. 11.6 The Managing Party will reconcile the Owner account and pay the balance to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for bank account stipulated in this Agreement with respect to agreement within 60 days from the transferring, licensing, and confidentiality obligations in respect date of the Work shall remain in forcetermination.

BREACH AND TERMINATION. 9.1 If 12.1 Should a Party B is in (“the Defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 14 (excluding Section 4.1)fourteen) days from the date of written notice from any other Party to this Agreement (“the Aggrieved Party”) calling upon it to do so, the Aggrieved Party A shall have the right, without prejudice to any other rights available in law, either: 12.1.1 if the breach complained of can be fully remedied by the payment of money, to take whatever action may take be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such measures as breach; or 12.1.2 if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of clause 12.1.1 is necessary and appropriate to protect its own rights and interests, including but not limited made to the suspending or termination of remuneration payments and the termination Aggrieved Party within 7 (seven) days of the Agreement; moreover, Party B shall return thirty percent (30%) date of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach determination through arbitration or legal process of the obligations in Section 4.1 of amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement, and in either event to claim such damages as it may have suffered as a result of such breach of contract. 12.2 The Defaulting Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A be liable for all losses costs and expenses (calculated on an attorney and own client scale) incurred thereofas a result of or in connection with the default. 12.3 Without limiting the generality of this clause 12, including but not limited to if at any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees time it is or becomes unlawful for the Work during the Term. 9.3 If Party B acts in breach Company to perform or comply with any or all of its obligations under Section 4.4 this Agreement or any of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted obligations under this Agreement will still continue. Party B’s exclusive are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, without prejudice to any other rights or remedies in respect of Party A’s breach pursuant to which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of whether or not such amounts are monetary damagesthen otherwise due and payable. 9.5 The Parties agree and acknowledge that if 12.4 Notwithstanding the aforesaid, should the Subscriber institute and/or cause to be instituted, any legal action of any nature whatsoever against the Company, the Company shall have the right, exercisable by written notice given to the Subscriber at any time after the institution of any such legal action, to terminate this Agreement is suspended, terminated, or rescinded in advance for and purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any reason, amounts owed by the surviving rights and obligations provided for in this Agreement with respect Subscriber to the transferring, licensing, and confidentiality obligations Company in respect terms of the Work shall remain in forceclause 5.1.

BREACH AND TERMINATION. 9.1 If 12.1 Subject to Clause 12.2, where any Party B is in breach of to this Service Level Agreement (excluding Section 4.1), "the Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%in Breach") of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in has committed a breach of its obligations under Section 4.4 this Service Level Agreement and one or more of this Agreementthe other Parties suffers loss as a direct result of such breach, the Party in addition Breach shall indemnify to the possibility extent permitted by law (including complying with any restriction or control or limitation on the ability of the Party A enforcing its rights pursuant in Breach to Section 9.1 aboveincur expenditure) or by any regulatory authority or authority, to whose instructions or directions the Party B shall also independently bear in Breach is subject, such other Party against all relevant criminal liabilityand any loss, cost, expense or liability (including legal and other professional costs and expenses on a full indemnity basis) suffered or incurred by the other Party as a result of such breach. 9.4 For 12.2 To the avoidance extent that a breach results from circumstances which are beyond the reasonable resources or the ability of doubt, even if the Agreement is terminated Party in accordance with this Agreement, Breach to control (for example where demographic changes have exceeded or fallen short of that Party's prudent estimates) the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect Breach shall to that extent be relieved of Party A’s breach pursuant to this Agreement are monetary damagesits indemnity obligations set out in Clause 12.1. 9.5 The Parties agree 12.3 Each of the WCAs undertakes to procure to the extent that it can reasonably and acknowledge lawfully do so (including any contractual limit or restriction on its powers) that if this Agreement is suspendedthe acts or omissions of any person, terminated, firm or rescinded corporation which provides goods or services to it in advance for connection with the discharge of its functions as a Waste Collection Authority shall not in any reason, material way prejudice the surviving rights and obligations position of the WDA under the Residual Waste Disposal PFI Contract. 12.4 Save as otherwise expressly provided for in this Service Level Agreement with respect to expiry or termination of this SLA shall not affect the transferring, licensing, and confidentiality obligations in respect continuing rights of the Work shall remain in forceParties under Clause 2.4 (Policy 5), Clause 6 (Strategy), Clause 7 (Statutory Directions and Notices), Clause 10 (Costs), Clause 12 (Breach and Termination), Clause 14 (Confidentiality), Clause 15 (Freedom of Information Xxx 0000 and Environmental Information Regulations 2004), Clause 16 (Joint Statements and Publicity), Clause 17 (Dispute Resolution), Clause 19 (Notices), Clause 22 (Assignment) Clause 27 (Law and Jurisdiction) and Schedule 1 (Definitions) or under any other provision of this SLA which is expressed to survive termination or which is required to give effect to such termination or the consequences of such termination.

BREACH AND TERMINATION. 9.1 20.1 Should either party; 20.1.1 breach any of its obligations in terms hereof (including any Service Schedule) and fail to remedy such breach within 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party B is in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued. 20.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice calling upon it to do so; 20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, whether provisionally or finally); or 20.1.4 effect a compromise with its creditors; or 20.1.5 commit any act or omission which would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or 20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, without prejudice to any other remedies which it may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the suspending defaulting party, in which event such termination shall be without prejudice to, and shall not constitute a release or termination of remuneration payments and waiver of, any claims which the non-defaulting party may have for damages against the defaulting party occasioned by the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 In the event that this Agreement is terminated by the Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 23.3 If either Party B is in [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1)and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party A may take such measures as is necessary and appropriate [hereinafter the Aggrieved Party], shall be entitled, in addition to protect its own any other rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is remedies that it may have in breach of the obligations in Section 4.1 terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party A may, at may have for damages against the Defaulting Party. 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its sole discretion, withhold the publication debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Work and Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the payment appointment of remunerations; moreovera liquidator, Party B shall return trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termwhich it is subject. 9.3 If Party B acts 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in breach writing to the Supplier. For the purposes of its obligations under Section 4.4 this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 23.6 Notwithstanding this clause 23, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or 23.7 The provisions of clauses 2 [Definitions], 17 [Warranties], 22 [Rights on Cancellation], 27 [Confidentiality], 29 [Limitation of Liability], 30 [Intellectual Property Rights], 33 [Dispute Resolution] and 37.1 [Governing Law] shall survive termination or expiry of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 22.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 22.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 22.3 To the extent that any of the Deliverables and property referred to in clause 22.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 22.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not 22.5 If either Party B is in [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1)and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party A may take such measures as is necessary and appropriate [hereinafter the Aggrieved Party], shall be entitled, in addition to protect its own any other rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is remedies that it may have in breach of the obligations in Section 4.1 terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party A may, at may have for damages against the Defaulting Party. 22.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its sole discretion, withhold the publication debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Work and Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the payment appointment of remunerations; moreovera liquidator, Party B shall return trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termwhich it is subject. 9.3 If Party B acts 22.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in breach writing to the Supplier/Service Provider. For the purposes of its obligations under Section 4.4 this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 22.8 Notwithstanding this clause 22, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or 22.9 The provisions of clauses 2 [Definitions], Error! Reference source not found. [Warranties], 21 [Rights on Cancellation], 25 [Confidentiality], 28 [Limitation of Liability], 29 [Intellectual Property Rights], 32 [Dispute Resolution] and 36.1 [Governing Law] shall survive termination or expiry of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B 25.1. In the event of the Contractor failing to promptly commence performance of any obligation for which it is in liable, or failing to carry out such obligation, partially or fully, without delay, TNPA shall be entitled to appoint an alternate Contractor to perform such obligation. Should TNPA exercise the right to do so at any stage, it shall also be entitled to claim and recover all damages and costs incurred thereby (directly or indirectly) from the Contractor, who hereby undertakes to pay such damages and costs to TNPA upon demand. 25.2. In the event of either party to this Agreement committing a breach of any provision of this Agreement (excluding Section 4.1"the defaulting party"), Party A may take excluding clause 7.1 (including 7.1.1 to 7.1.19), and the defaulting party fails to remedy such measures breach within 48 (forty eight) hours after having received written notice from the other party ("the aggrieved party") to remedy such breach, the aggrieved party shall be entitled to terminate this Agreement, immediately, by notice in writing to the defaulting party. 25.3. Without derogating from the provisions of clause 25.2, and in addition thereto, in the event of the Contractor for any reason committing a breach of the provisions of clauses 7.1. (including 7.1.1. to &.1.19) of this Agreement and failing to remedy such breach within twelve (12) hours after having received written notice from TNPA calling upon it to rectify such breach, TNPA shall be entitled to terminate this Agreement, immediately, by notice in writing to the Contractor. 25.4. Should the Contractor’s certificate from DEA for a Landfill Registration Certificate, certificate for carry and/or transport dangerous goods and/or any other certification required for the performance of the Service, be suspended, revoked by an appropriate authority or competent person, for any reason whatsoever, or should the Contractor’s competence to render the Service be terminated, or diminished in a material manner, such suspension, revocation, setting aside, termination or diminution shall be deemed to be a breach of this Agreement, entitling TNPA to terminate the Agreement forth with without notice to the Contractor. 25.5. Should the Contractor’s insurance(s) for any reason whatsoever be suspended, revoked, set aside or terminated by their insurance Contractor, such suspension, revocation, setting aside or termination shall be deemed to be a breach of this Agreement, entitling TNPA to cancel as is necessary prescribed in clause 25.4, summarily without notice. 25.6. Should the Contractor fail to register on the South African Waste Information System (SAWIS) as required by the South African Waste Information Centre (SAWIC) and appropriate fail to protect its own rights upload the Waste quantities on a weekly basis, as set out in clauses 7.1.7 and interests7.1.8 above, such failure shall be deemed to be a breach of this Agreement, entitling TNPA to provide notice to the Contractor as prescribed in clause 25.3 above. 25.7. Should the Contractor act in conflict with or fail to comply with any statutory provision, regulation, by-law, rule or programme or TNPA policy or procedure that has a direct bearing on the Service, such action or failure shall be deemed to be a breach of this Agreement, entitling TNPA to give notice as is prescribed in clause 25.3. 25.8. Should TNPA incur any losses, including but not limited to the suspending damage to or termination of remuneration payments and the termination harm of the Agreement; moreoverenvironment including fauna and flora, Party B damage, harm or theft of TNPA’s property, damage, harm or theft of TNPA’s third party property, fraud and or any other criminal activities and or civil action that are to the detriment of TNPA, at the Port(s) where the Contractor is performing the Service, such action shall return thirty percent (30%) of all income Party A paid be deemed to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in be a breach of the obligations in Section 4.1 of this Agreement, Party A mayentitling TNPA to cancel as is prescribed in clause 25.4, at its sole discretionsummarily without notice. 25.9. Notwithstanding anything to the contrary set out in this Agreement, withhold and in addition thereto, TNPA may summarily terminate this Agreement without notice in the publication event of the Work and Contractor perpetrating a fraud of any nature upon TNPA, or performing any act in the payment nature of remunerations; moreovera fraud, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts or being in breach of its obligations under Section 4.4 any environmental legislation which has any bearing on the subject matter of this Agreement, including, without limitation, any one or more of the provisions of the Environment Conservation Act No. 73 of 1989 and/or the National Environmental Management Act No. 107 of 1989 and/or the National Nuclear Regulator Act No. 47 of 1999 and/or the Nuclear Energy Act No. 46 of 1999 and/or the Hazardous Substances Act No. 15 of 1973 and/or any other applicable or relevant environmental or related legislation. Any action taken by TNPA pursuant to the provisions of this clause shall be in addition to and without prejudice to any other rights which it may have in law, including the possibility right to claim and recover damages from the Contractor as a result of Party A enforcing its breach of this clause. 25.10. Notwithstanding anything contained to the contrary in this Agreement, TNPA may terminate this Agreement at any time by giving written notice to the Contractor of such termination if: 25.10.1. the Contractor is, other than for the purposes of reconstruction or amalgamation, placed under voluntary or compulsory liquidation, provisionally or finally, or under provisional or final judicial management, or under receivership or under any of the equivalent of any of the aforegoing; 25.10.2. a final and unappealable judgment against the Contractor remains unsatisfied for a period of twenty–one (21) days or more after it comes to the notice of the board of directors of the Contractor; 25.10.3. the Contractor makes any arrangements or composition with all or some of its creditors, or ceases or threatens to cease carrying on business; 25.10.4. the Contractor cease or threaten to cease to carry on its normal line of business or default or threaten to default in the payment of its liabilities generally, or commit any act or omission which would be an act of insolvency in terms of the Insolvency Act, 24 of 1936 [as may be amended from time to time]; 25.10.5. the Contractor makes any material incorrect or untrue statement or representation to TNPA in connection with any information furnished by it in respect of this Agreement, or, without limitation, in the tender documents preceding the conclusion by the Parties of this Agreement , then upon the occurrence of any one (1) or more of such events, TNPA may without prejudice to any other rights pursuant it may have against the Contractor, elect to Section 9.1 aboveimmediately terminate this Agreement forthwith by written notice of such termination to the Contractor 25.11. Notwithstanding anything to the contrary contained in this Agreement, Party B and in addition to all of its other rights, TNPA shall also independently bear all relevant criminal liabilitybe entitled to cancel this Agreement, in whole or in part, (as it in its sole discretion may determine) upon thirty (30) days' written notice given by TNPA to the Contractor, without assigning any reason for such action. Such termination by TNPA shall not form the subject of any arbitration or review and shall be binding upon the Contractor who shall have no claim of any nature, howsoever arising, against TNPA out of such termination. 9.4 For 25.12. Notwithstanding anything to the avoidance contrary contained in this Agreement, and in addition to all of doubtits other rights, even TNPA shall also be entitled to cancel this Agreement, if any event or series of events occurs (whether or not caused by any reasons whatsoever outside the Agreement is terminated control of the Contractor or TNPA) which, in the reasonable opinion of TNPA might have a material or adverse effect on the performance of the Service or the operations of TNPA at the Port of Saldanha, whether or not as contemplated in this Agreement. 25.13. Termination in accordance with this clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 25.14. On termination of this Agreement or a Work Order, the Contractor will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to TNPA [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Contractor and certify to TNPA in writing that this has been done. 25.15. To the extent that any of the Deliverables and property referred to in clause 25.1.4. above is in electronic form and contained on non-detachable storage devices, the Contractor will provide TNPA with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 25.16. In the event that this Agreement is terminated by the Contractor or in the event that a Work Order is terminated by Transnet, in terms of the provisions of this Agreement then TNPA will pay to the Contractor all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Contractor up until the date of such termination. TNPA will also pay the costs of any goods and materials ordered by the Contractor in relation to the such work for which the Contractor has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Contractor will promptly deliver such goods and materials to TNPA or as it may direct. 25.17. The provisions of clauses 2 [Definitions], 5 [Good faith, no agency, warranty to perform], 27 [Liability], 32 [Confidentiality], 25 [Breach and Termination], 36 [Governing Law] and clause 40 [Dispute Resolution] shall survive termination or expiry of this Agreement. 25.18. If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party [hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies that it may have in terms of this Agreement, the irrevocable license granted under to terminate this Agreement will still continueforthwith without any liability and without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party. 25.19. Party B’s exclusive remedies Notwithstanding anything to the contrary contained in this Agreement, and in addition to all of its other rights, TNPA shall also be entitled to cancel this agreement, in whole or in part, (as it in its sole discretion may determine) in the event that the Contractor colludes with any other party in respect of Party A’s breach pursuant any Tender submitted to this Agreement are monetary damagesTNPA. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 15.1. If either Party B is in breach breaches a material term of this Agreement in a way which is not capable of being remedied, the aggrieved Party shall be entitled to cancel this Agreement with immediate effect on written notice, without prejudice to its other rights in law including its right to claim damages. 15.2. If: 15.2.1. a Party breaches a material term of this Agreement in a way which is capable of being remedied, it shall on its own accord or upon receipt of written notice from the non-defaulting Party, within 7 (excluding Section 4.1seven) days of it becoming aware of the breach or within 7 (seven) days (or such longer period as may be specified in the notice) of receipt of written notice from the non-defaulting Party, as the case may be, submit a plan to remedy or sufficiently mitigate the effect of such material breach which meets the approval of the non-defaulting Party (which approval shall not be unreasonably withheld) (“Remedy Plan”). If the defaulting Party does not remedy such breach: 15.2.1.1. within 30 (thirty) days of submission of the Remedy Plan to the non- defaulting Party, or such longer or shorter period as may be stated in the Remedy Plan and agreed to and approved by the non- defaulting Party; and/or 15.2.1.2. within the service level parameters contemplated in the Remedy Plan; or 15.2.2. an Insolvency Event occurs in respect of a Party; or 15.2.3. a Party intentionally does anything which is calculated to injure the reputation of or the goodwill attaching to the other Party, then the other Party shall be entitled to cancel this Agreement with immediate effect on written notice, without prejudice to its other rights in law including its right to claim damages. 15.3. For purposes of this clause 15 (Breach), Party A may take such measures as is necessary and appropriate but without limiting the generality of the concept of a material breach, a breach of a material term of this Agreement includes: 15.3.1. subject to protect its own rights and interestsclause 5.4, including but not limited the non-adherence due to the suspending or termination of remuneration payments and the termination conduct of the NHI Administrator to: 15.3.1.1. a specific Critical Service Level over a period of 3 (three) consecutive months; or 15.3.1.2. any combination of Critical Service Levels over a period of 3 (three) consecutive months, 2 (two) of which Critical Service Levels shall have not been adhered to for 2 (two) months in such 3 (three) month period; or 15.3.2. either Party having been proven to have committed any corrupt or fraudulent conduct in connection with the procurement process conducted by the National Department of Health in respect of this Agreement or any other third-party procurement process; or 15.3.3. either Party defaulting in the performance of any material obligations in terms of or arising from this Agreement; moreover, or 15.3.4. either Party B shall return thirty percent (30%) of all income Party A paid failing to Party B and compensate Party A materially comply with applicable obligations or requirements provided for all losses incurred thereofin the Act or any other statute, including but not limited to any expenses incurred by Party A such as notary feeslicensing, attorney fees, registration or accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termrequirements. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 15.4. For the avoidance of doubt, even if the Agreement is terminated Parties acknowledge and record that the breaches contemplated in: 15.4.1. clause 15.3.1, constitutes a material breach, capable of being remedied as contemplated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.clause 15.2.1;

BREACH AND TERMINATION. 9.1 20.1 Should either party; 20.1.1 breach any of its obligations in terms hereof (including any Service Schedule) and fail to remedy such breach within 10 (ten) working days from receipt of a written notice from the other party. If the breach cannot reasonably be remedied within 10 (ten) working days, the Party B is in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued. 20.1.2 commits a breach of this Agreement any payment obligation in terms of any Contract Document and fails to make payment within 7 (excluding seven) days after receipt from the other Party of written notice calling upon it to do so; 20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, whether provisionally or finally); or 20.1.4 effect a compromise with its creditors; or 20.1.5 commit any act or omission which would, in the case of an individual, be an act of insolvency in terms of Section 4.1)8 of the Insolvency Act; or 20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, Party A without prejudice to any other remedies which it may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination otherwise have in terms of the Agreement; moreover, Party B applicable Service Schedule or at law terminate this Agreement and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the defaulting party, in which event such termination shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation feesbe without prejudice to, and all shall not constitute a release or waiver of, any claims which the promotion and marketing fees for non-defaulting party any Service Schedule (as the Work during the Term. 9.2 If Party B is case may be) in breach of the obligations in Section 4.1 terms of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termclause. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 13.1 Subject to clause 19 (‘Acts beyond a Party’s Control’) and any provision of any Annexure, should: 13.1.1 Netcash breach clause 5 (‘Undertakings by Xxxxxxx’); 13.1.2 the Client breach clause 7 (‘Undertakings by Client’); 13.1.3 either Party B is commits an act of insolvency, commence business rescue proceedings, or be placed under a provisional or final winding-up or judicial management order. 13.1.4 either Party makes an assignment for the benefit of creditors; 13.1.5 either Party fails to satisfy or take steps to have set aside any judgment taken against it within 7 (seven) days after such judgment has come to its notice; 13.1.6 in breach the opinion of the aggrieved Party, acting in its sole and absolute discretion, the other Party have acted (or omitted to act) in a way which causes harm to the name, brand, reputation, or goodwill of the aggrieved Party. 13.1.7 either Party breaches any other provision of this Master Agreement and/or any Annexure which: 13.1.7.1 is incapable of being remedied; or 13.1.7.2 is capable of being remedied and is not remedied within 10 (excluding Section 4.1)ten) business days of receipt of written notice from the other Party to remedy such beach, the non-defaulting Party A will be entitled, but not obliged, in addition to any other rights which it may take such measures as is necessary have in law or remedies which may be available to it in law, to cancel this Master Agreement and appropriate the Annexures immediately, with or without claiming damages, on written notice to protect its own rights the defaulting Party. 13.1.8 Notwithstanding the cancellation, Netcash shall be entitled to continue submitting debit orders to the Nominated Bank Account of the Client should there be an amount owing to Netcash. 13.1.9 Notwithstanding the cancellation by Netcash of the Agreement, the Client shall indemnify and interestshold Netcash harmless from and against all liabilities, losses, costs, or expenses, including but not limited to legal costs, fees and interest, as calculated as contemplated by clause 9.6, that Netcash may suffer, incur or sustain arising out of the suspending or termination of remuneration payments and breach by the termination Client of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is 13.1.10 Netcash may select to claim damages in breach terms of the obligations in Section 4.1 of this Master Agreement, Party A may, at its sole discretion, withhold the publication any of the Work and Annexure(s) to the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Master Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liabilityas well as any suretyship entered into. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 21.1 Termination in accordance with clause Error! Reference source not found. [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 21.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up, and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that Work Order] which may be in the possession of, or under the control of the Service Provider, and certify to Transnet in writing that this has been done. 21.3 To the extent that any of the Deliverables and property referred to in clause 26.2 above are in electronic form and contained on non-detachable storage devices, the Service Provider will provide Transnet with unencrypted copies of the same on magnetic media and will irretrievably destroy and delete copies so held. 21.4 In the event that this Agreement is terminated by the Service Provider under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause Error! Reference source not 21.5 If either Party B is in [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1)and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party A may take such measures as is necessary and appropriate [hereinafter the Aggrieved Party], shall be entitled, in addition to protect its own any other rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is remedies that it may have in breach of the obligations in Section 4.1 terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party A may, at may have for damages against the Defaulting Party. 21.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its sole discretion, withhold the publication debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Work and Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the payment appointment of remunerations; moreovera liquidator, Party B shall return trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termwhich it is subject. 9.3 If Party B acts 21.7 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier/Service Provider by notice in breach writing to the Supplier/Service Provider. For the purposes of its obligations under Section 4.4 this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 21.8 Notwithstanding this clause 26, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or 21.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 25 [Rights on Cancellation], 29 [Confidentiality], 32 [Limitation of Liability], 33 [Intellectual Property Rights], 36 [Dispute Resolution] and 40.1 [Governing Law] shall survive termination or expiry of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 13.1. Either Party B is in breach of (“Non-Defaulting Party”) may terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited before expiry of the Term with immediate effect upon written notice to the suspending other Party (“Defaulting Party”) if: 13.1.1. the Defaulting Party fails to deliver the Product and remedy within [***], or termination of remuneration payments and pay any undisputed sum payable under this Agreement [***] after a written demand issued after the termination of original due date; 13.1.2. the Agreement; moreover, Defaulting Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in makes or has made a material misrepresentation or commits a material breach of its obligations under Section 4.4 this Agreement and, if the breach is capable of remedy, fails to remedy it during the period of [***] starting on the date of receipt of notice from the Non-Defaulting Party generally identifying the breach and requiring it to be remedied; 13.1.3. there has been a filing of a bankruptcy or insolvency petition by or against a Defaulting Party, or entry by the Defaulting Party into an arrangement with its creditors, or application for or consent to the appointment of a receiver or trustee by the Defaulting Party, or the making of an assignment by the Defaulting Party for the benefit of creditors, or the Defaulting Party suffering or permitting the entry of an order adjudicating it as a bankrupt or insolvent which is not removed, dismissed or cured within sixty (60) days, or any shareholders’ meeting convened for the dissolution of the Defaulting Party. 13.2. Unless agreed otherwise between the Parties, upon the termination of this Agreement, BUYER will purchase the Product in addition respect of which orders have been placed and accepted by SUPPLIER prior to the possibility expiration or termination of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, but not yet supplied on the irrevocable license granted under date of termination. 13.3. In the event that a condition of Force Majeure as defined in Article 16, prevents a Party from performing any of its material obligations for more than [***], the other Party may terminate this Agreement will still continueby giving written notice to the Party which has been prevented from performing with immediate effect. 13.4. In the case SUPPLIER is not able to deliver Products within the Specification within [***] after SUPPLIER detected and informed BUYER immediately and/or BUYER detected that the manufactured / delivered Products are out of the Specification, BUYER is entitled to terminate this Agreement by written notice with immediate effect. 13.5. In the event of termination or expiration of this Agreement for any reason whatsoever, neither Party B’s exclusive remedies shall be entitled as a result of such termination to any consequential damages or other similar payment whatsoever from the other, whether in respect of Party A’s breach pursuant to this Agreement are monetary damagesgoodwill, loss of profit or otherwise. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 10.1. If either (“Offending”) Party B is in commits a breach of this Agreement or fails to comply with any of the provisions hereof, then the other (excluding Section 4.1“Innocent”) Party shall be entitled to give the Offending Party 14 (fourteen) days’ notice in writing to remedy such breach or failure, and if the Offending Party fails to comply with such notice within that period (or where such breach or failure is not reasonably capable of being remedied within that period or within such longer period as may be reasonable in the circumstances), then the Innocent Party A shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the innocent Party may take such measures as is necessary and appropriate to protect its own rights and interestshave in law, including but not limited the right to claim damages: 10.1.1. to terminate this Agreement; and/or 10.1.2. to claim immediate performance and/or payment of all the Offending Party’s obligations in terms hereof. 10.2. Notwithstanding anything to the suspending contrary contained in this Agreement and without prejudice to any other rights or termination remedies which the Client may have in law, including the right to claim damages, the Client shall be entitled to terminate this Agreement immediately should it discover that the Products or the business of remuneration payments TrustGro fails to comply with and adhere to all statutes, regulations and other laws regulating same,. 10.3. This Agreementmay be terminated:- 10.3.1. in writing through the mutual consent of the Parties; or 10.3.2. by either Party giving the other Party 90 (ninety) Days written notice prior to the intended date of termination 10.4. Notwithstanding the termination of this Agreement for whatever reason, the Agreement; moreover, Party B shall return thirty percent (30%) Client hereby agrees to continue making deductions from Employees until the obligations of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termconcerned Employees towards TrustGro have been settled in full. 9.2 If Party B is in breach of 10.5. As from the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if date on which this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect TrustGro will cease to provide Products to the transferringEmployees and the Client will have no obligation on transactions concluded between TrustGro and the Employees after the date of termination, licensing, and confidentiality obligations in respect subject to the provisions of the Work shall remain in force.clause 10.4

BREACH AND TERMINATION. 9.1 If Party B is in breach of this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited Without prejudice to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is rights of Teamwork contained in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license Agreement shall terminate on happening of any of the following events: 15.1. By mutual consent of both parties. In such event, the Parties shall mutually agree to the amounts payable to Teamwork by Party 1 and/or refunded by Teamwork to Party 1. 15.2. Cancellation of / inability of Teamwork to hold Event/Festival except due to occurrence of Force Majeure event. In such event, the Parties shall mutually agree to the costs, expenses, fees etc. expended/accrued by Teamwork on the Event/Festival and thereafter Party 1 shall either pay Teamwork the balance or Teamwork shall refund the excess to the Party 1. 15.3. The Party 1 agrees that Xxx being the essence of the contract, if the Party 1 fails to make timely payment of Fees, Teamwork shall be entitled to withdraw the delivery of Party 1 Benefits with immediate effect and terminate the Agreement subject to notice to the Party 1 for making timely payment before such termination. In such event the Party 1 shall be bound to make the payment in full. 15.4. Upon either Party of this Agreement becoming insolvent. 15.5. In event of breach, by either Party, of the terms and conditions contained in this Agreement, the non- defaulting party shall give notice to the defaulting party to rectify the breach within 15 days of issue of notice, unless there are less than 15 days to the Event in which case a shorter notice is permissible. If the defaulting party fails to rectify the breach, the non – defaulting party shall have the right to terminate this Agreement. The Party 1 agrees to pay the legitimate dues of Teamwork in case of breach by Teamwork. In the event of breach by Party 1, the consequences of termination as stated in Clause 15.3 shall apply. 15.6. The other Party shall have the right to terminate the agreement, with notice to the other Party, if such Party conducts its affairs or utilizes its association with the Event, or the rights granted under this Agreement will still continue. in such a manner as to bring the non-defaulting Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminatedor the Event into disrepute, or rescinded in advance for any reasonmanner prejudicial to the image and reputation of such Party and/or the Event and forfeit the entire fee. It is clarified that Clause 11.1 shall not be covered by this Clause. The Party 1 agrees to pay the legitimate dues of Teamwork in case of breach by Teamwork. In the event of breach by Party 1, the surviving rights and obligations provided for consequences of termination as stated in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work Clause 15.3 shall remain in forceapply.

BREACH AND TERMINATION. 9.1 15.1. If either Party B is in breach of any of its material obligations hereunder, the other Party may servo a written notice requiring the breaching Party to remedy the breach complained of within sixty (60) days thereafter. In relation to the Distributor, a breach of a material obligation will be deemed to have arisen in any event if, having been required so to do in writing by Xxxxxxx, it either (a) fails within the agreed period of time to submit a new offer and acceptable (to Xxxxxxx) business plan or (b) fails in a material sense to comply with the agreed action plans arising from a business review with Xxxxxxx. If the breach is not remedied within the sixty (60) day period or such other period as may be agreed between the Parties on a case by case basis, then the innocent Party may terminate this Agreement (excluding Section 4.1), immediately by written notice and the relevant provisions of this Article 15 shall apply. 15.2. This Agreement may be terminated immediately by written notice: 15.2.1 from one Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending other upon the other Party being dissolved, bankrupted, liquidated or going into administration or receivership, or in the case of the Distributor filing for protection from its creditors under a Chapter 11 type procedure; provided that if a Party goes into voluntary liquidation for the purposes of amalgamation or reconstruction, this will not constitute a cause for termination so long as the new entity immediately confirms in writing its ability and desire to continue with the Agreement; 15.2.2 from Xxxxxxx if the Distributor attempts to assign or transfer this Agreement or any rights or obligations hereunder without Xxxxxxx prior written consent; 15.2.3 from Xxxxxxx if the ownership or control of remuneration payments the Distributor or its parent or ultimate parent is acquired by a third party (whether an individual, corporate entity or partnership) and that third party is in Xxxxxxx reasonable opinion considered by Xxxxxxx either to be a I competitor in a material sense to Its business or not reasonably capable of continuing the performance of the Distributor’s obligations hereunder. For the purposes hereof “ownership or control” is defined as being either the acquisition of at least 25% of the issued voting stock or the ability to approve the Distributor’s annual business plan or control the Distributor’s operational activities; 15.2.4 from Xxxxxxx if the Distributor defaults under any financing agreement with or guarantee to Xxxxxxx, or if the Distributor willfully falsifies any claim, record, report or other material representation; or 15.2.5 if applicable, from Perkins to Distributor in the event that the Sales and Service Agreement by and between Caterpillar Inc. and any affiliate of Distributor is terminated for any reason. 15.3. If this Agreement is terminated by either Party under Articles 15.1 or 15.2, then the following provisions shall apply: 15.3.1 All indebtedness as between the Parties shall become immediately due and payable. 15.3.2 Unless otherwise mutually agreed all unfilled orders for Products shall be cancelled without liability on the part of either Party. 15.3.3 The distributor shall immediately remove and discontinue and shall, if required by Xxxxxxx, cause its Dealers to do the same, the use of all signs, stationary, advertising and other material identifying them with Xxxxxxx and the termination Products. They shall also refrain from all conduct that would indicate to the public any continuation of a Product selling activity as a distributor directly or indirectly of Xxxxxxx. 15.4. If this Agreement is terminated by either (a) an expiration of the Agreement; moreover, Party B shall return thirty percent initial term or any extended term without renewal or (30%b) by reason of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in a Xxxxxxx breach of the obligations Agreement or (c) by reason of a Xxxxxxx Insolvency etc. as detailed in Section 4.1 Article 15.2.1, then Xxxxxxx undertakes subject to the terms of this Agreement, Party A may, at its sole discretion, withhold Article 15.4 to repurchase from the publication Distributor all Products (as defined below) in the inventory of the Work Distributor and Its Dealers as at the payment date of remunerations; moreover, Party B termination. The Distributor shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A be responsible for all losses incurred thereof, including but not limited to repurchase of Engines and Parts from its Dealers before any expenses incurred repurchase by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all Xxxxxxx. The enforcement by the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect Distributor of the Work Xxxxxxx repurchase obligation shall remain be the sole and exclusive remedy of the Distributor in forcethe events of termination as referenced above.

BREACH AND TERMINATION. 9.1 11.1. If any of the Parties breaches any provision of this Agreement (“Defaulting Party”) and, if such breach is capable of being remedied, fails to remedy the breach within 10 Days after written notice has been given to the Defaulting Party B by any other Party requiring the breach to be remedied, then the other Party shall be entitled to: 11.1.1. seek an order for specific performance against the Defaulting Party; or 11.1.2. cancel this Agreement in relation to the Defaulting Party; and / or 11.1.3. claim any damages suffered by the Aggrieved Party. without prejudice to any other rights and remedies existing under common law, statute, or this Agreement. If the Customer is the Defaulting Party, damages will include any cancellation penalties that PSI may be liable for in respect of vendor licenses. 11.2. The Defaulting Party shall be liable for all costs and expenses (calculated on an Attorney and Own Client scale) incurred because of or in connection with any breach. 11.3. This Agreement shall be capable of being terminated by either Party (after the initial period prescribed in clause 6) subject to the provision of two (2) calendar month’s written notice (“Termination Notice”) being provided to the other Party. If the Defaulting Party is PSI: 11.3.1. PSI is to be notified in writing of the default and once notified, will have 10 working days to remedy the default. Failing PSI’s remedying of the default, the Customer will be entitled to deliver its Termination Notice, as prescribed in clause 11.1 supra. 11.4. Any of the following acts shall be deemed as a material breach of this Agreement and render the Agreement capable of immediate termination, without the provision of the Termination Notice: 11.4.1. the Defaulting Party ceases to carry on business. 11.4.2. the Defaulting Party is placed under provisional or final liquidation. 11.4.3. the Defaulting Party undergoes a substantial change in ownership and fails to notify the other Party; and 11.4.4. the Defaulting Party has a judgment granted against it and fails to: 11.4.4.1. effect payment of the judgment debt; and/ or 11.4.4.2. takes steps to rescind the judgment, within twenty (excluding Section 4.1)20) Days of becoming aware of the judgment against it. 11.5. Where the CPA will have application, Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited namely with regards to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication provisions of the Work and the payment of remunerations; moreover, Party B CPA shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of supersede this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If 26.1 Subject to the provisions of this clause 26, in the event of either Party B ("Defaulting Party") committing a breach of any provisions of this Agreement and failing to remedy such breach by no later than 14 (fourteen) days after having received written notice from the other Party ("Aggrieved Party") to remedy such breach, the Aggrieved Party shall be entitled to terminate this Agreement immediately by notice in writing to the Defaulting Party, without prejudice to its claim to recover damages from the Defaulting Party in respect of such breach. 26.2 Notwithstanding the provisions of clause 26.1, either Party may terminate this Agreement forthwith by notice in writing to the other Party in the event that the other Party – 26.2.1 is subject to an Insolvency Event; or 26.2.2 is unable to continue operating its business due to any licence, permit, certificate, consent, exemption or other legal requirement of a material nature expiring or being withdrawn, terminated or refused for any reason whatsoever. 26.3 Notwithstanding any provision to the contrary contained herein NSA may terminate this Agreement with immediate effect and without prejudice to any other rights it may have against the Supplier, including the right to claim and recover damages from the Supplier, by providing written notice of such termination to the Supplier in the event that the Supplier – 26.3.1 breaches the provisions of clause 25; 26.3.2 makes any statement or representation to NSA which NSA considers to be materially incorrect or untrue in connection with any information furnished by it in respect of this Agreement. 26.4 NSA may terminate this Agreement without cause by providing the Supplier with 30 (thirty) days written notice of such termination. The Parties agree that such termination by NSA shall not form the subject of any arbitration or review and shall be binding upon the Supplier, who shall have no claim of any nature or howsoever arising against NSA out of such termination, save for payment of all amounts which may be lawfully due and payable to the Supplier by NSA for Goods sold and delivered and/or for Services rendered pursuant to the provisions of this Agreement up to the expiry of the said period of 30 (thirty) days. 26.5 In the event that the Supplier's ability to supply the Goods and/or Services becomes diminished in a manner considered material by NSA, in its sole and unfettered discretion then such action shall be deemed to be a breach of this Agreement (excluding Section 4.1)and, Party A may take such measures notwithstanding any provision to the contrary contained herein, shall entitle NSA to give notice as is necessary provided for in clause 26.1 above. 26.6 Despite the duration of this Agreement and appropriate without detracting from NSA's rights of termination in terms of this clause 26, it is specifically agreed that NSA may terminate any SOW at any time by giving the Supplier 30 (thirty) days' prior written notice of such termination without having to protect its own rights and interests, including but not limited provide any reason for termination. 26.7 Any termination of this Agreement pursuant to the suspending or termination provisions of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited this Agreement will be without prejudice to any expenses incurred by claim which any Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is may have in respect of any prior breach of the obligations in Section 4.1 terms and conditions of this Agreement by the other Party. 26.8 Clauses 1, 3, 18, 19, 21, 25, 26, 27, 28, 29, 32, 34, 35 and 38 shall survive termination of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B acts in breach of the provisions of this Agreement by delaying to submit the Work, Party A may send a reminder to Party B (by way of delivery via courier or email or any other means). If the Work delivered by Party B does not meet Party A's requirements, 9.2 If Party B is in breach of Clause 3 of this Agreement (excluding Section 4.1)Agreement, Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration Share of Single Work Income and share payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) 【50】% of all income obtained from Party A paid to Party B from the performance of this Agreement and compensate Party A for all losses incurred thereofsuffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termtravel fees. 9.2 9.3 If Party B is in breach of the obligations warranties in Section Clause 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerationslicensing fees and share; moreover, Party B shall return to Party A one hundred percent (100%) 【50】% of all income obtained from Party A paid to Party B from the performance of this Agreement and compensate Party A for all losses incurred thereofsuffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for travel fees. 9.4 If Party B breaches any provisions of this Agreement, or the Work during delivered by Party B does not comply with Party A's requirements, or the TermWork does not meet the market's demand, Party A may require Party B to make additions to or revisions of the completed Work; if Party B refuses to accept Party A's reasonable revision requirements or still fails to meet Party A's reasonable requirements after three (3) revisions, Party A has the right to choose to immediately suspend or terminate this Agreement; Party A may also take measures to protect its own rights and interests, including but not limited to having the Work continue to be written by Party A itself or a commissioned third party until it is completed (the copyright to the part of the Work completed by Party A itself or a commissioned third party shall belong to Party A, and Party A is not required to make any payment to Party B for any fees related to this part of the Work), and changing the method of payment of Single Work Income fees; moreover, Party B shall return 【50】% of all income obtained from Party A from the performance of this Agreement and compensate Party A for all losses suffered in that connection, including but not limited to expenses incurred by Party A such as notary fees, attorney fees, and litigation fees. 9.3 9.5 If Party B violates any of its warranties under Clauses 4.2 of this Agreement, Party A has the right to immediately terminate this Agreement and require that Party B compensate Party A for all losses suffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees. 9.6 If Party B acts in breach of its obligations warranty under Section 4.4 Clause 4.3 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 Clause 9.5 above, Party B shall also independently bear all relevant criminal liability. 9.4 9.7 If Party A unreasonably owes Party B payable Share of Single Work Income and still makes no payment despite written reminders from Party B, additional charges at 2 per cent. of the amount of Share of Single Work Income owed per day shall be borne by Party A; if the payments continue to be owed for over thirty (30) days, Party B has the right to terminate this Agreement upon 30 days’prior written notice to Party A. 9.8 In addition to the foregoing provisions, if either Party acts in breach of the obligations stipulated under this Agreement, the Party in breach shall immediately refrain from acting in breach of the Agreement within five (5) days upon receipt of a written notice from the other Party requesting rectification; if the Party in breach continues to breach this Agreement or fails to fulfil its obligations hereunder, the other Party has the right to suspend, rescind, or terminate the Agreement in advance and shall be compensated for all resulting losses suffered, including but not limited to additional expenses such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees. 9.9 For the avoidance of doubt, even if the Agreement is terminated in accordance with this AgreementClause 9, the irrevocable license licence granted under this Agreement in Clause 3 will still continue. be survival for another thirty (30) days for the purpose that Party B’s exclusive remedies in respect A can completed the deletion of the Work from Party A’s breach pursuant to this Agreement are monetary damages's Web Channel(s) and Other Digital Channel(s). 9.5 9.10 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 18.1 If any Party B breaches any material provision or term of this agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 14 (fourteen) days of receipt of written notice requiring it to do so (or if it is not reasonably possible to remedy the breach within 14 (fourteen) days, within such further period as may be reasonable in the circumstances provided that the Party in breach furnishes evidence within the period of 14 (fourteen) days, reasonably satisfactory to the other Party, that it has taken whatever steps are available to it, to commence remedying the breach)) then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved Party's right to claim damages, provided that notwithstanding anything to the contrary contained elsewhere herein the right immediately to terminate the Agreement shall also accrue to Canal Freight & Couriers in the event of: 18.1.1 any breach contemplated in 18.1 occurring 2 (two) times during any period of 12 (twelve) consecutive months; and 18.1.2 any other material breach of this Agreement occurring more than once in any period of 12 (excluding Section 4.1), Party A may take such measures as is necessary and appropriate twelve) consecutive months. 18.2 Canal Freight & Couriers shall further have the right forthwith to protect its own rights and interests, including but not limited to terminate this Agreement in the suspending or termination of remuneration payments and the termination event of the AgreementSub Contractor: 18.2.1 committing any act of insolvency as defined in the Insolvency Act 1936; moreoveror 18.2.2 being wound up, Party B shall return thirty percent (30%) whether provisionally or finally and whether compulsorily or voluntarily or being placed under judicial management; or 18.2.3 entering into any arrangement or compromise with any of all income Party A paid to Party B and compensate Party A its creditors; or 18.2.4 being the subject of any resolution passed for all losses incurred thereofits winding up or dissolution; or 18.2.5 having a judgement given against it in any court of law which, including but if appealable, is not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all appealed against within the promotion and marketing fees period allowed for the Work during the Term.lodging of such an appeal or, if not subject to an appeal, remains unsatisfied for a period of 10 (ten) days; or 9.2 If Party B is in breach 18.2.6 be found guilty of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerationsany offence involving dishonesty; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.or

BREACH AND TERMINATION. 9.1 If 11.1 Should either party: 11.1.1 breach any of its obligations in terms hereof (including any Service Schedule) and fail to remedy such breach within 10 (ten) working days from receipt of a written notice from the other party or if the breach cannot reasonably be remedied within 10 (ten) working days, the Party B is in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued. 11.1.2 commits a breach of any payment obligation in terms of any Contract Document and fails to make payment within 7 (seven) days after receipt from the other Party of written notice calling upon it to do so; 11.1.3 be placed in liquidation or under judicial management or curatorship (in either case, whether provisionally or finally); or 11.1.4 effect a compromise with its creditors; or 11.1.5 commit any act or omission which would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or 11.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement; or the non-defaulting party shall, without prejudice to any other remedies which it may otherwise have in terms of the Agreement, applicable Service Schedule or at law terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the suspending defaulting party, in which event such termination shall be without prejudice to, and shall not constitute a release or termination of remuneration payments and waiver of, any claims which the non-defaulting party 11.2 may have for damages against the defaulting party occasioned by the termination of the Agreement and/or any Service Schedule (as the case may be) in terms of this clause. 11.3 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material. 11.4 Without prejudice to the aforesaid right, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out above, Cyanre may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless Cyanre specifically indicate cancellation of the Agreement; moreover; 11.5 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, Party B shall return thirty percent on at least 20 (30%twenty) Business Days advance written notice to Cyanre at any time prior to the expiration of the Initial Period, subject to payment of all income Party A paid amounts due and payable up to Party B the date of cancellation and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees payment of a reasonable cancellation fee that Cyanre may charge for the Work during the Term. 9.2 If Party B is early termination in breach contemplation of the obligations in Section 4.1 of this Agreement, Party A may, at Agreement or Service Schedule enduring for its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termintended Initial Period. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 If Party B is in breach of 16.1 The Licensor shall have the right to terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary with immediate effect and appropriate without prejudice to protect its own any other rights and interestsremedies which it may have, including but not limited to upon the suspending occurrence of any one or termination of remuneration payments and the termination more of the Agreement; moreover, Party B shall return thirty percent following events (30%hereinafter called "Default") : - 16.1.1 if the Licensee defaults in the performance of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect (apart from the Default referred to in clause 16.1.2); 16.1.2 if the Licensee fails to make any payment to the transferringLicensor on the due date therefore or within 7 (seven) days thereafter; 16.1.3 the Licensee fails to meet any minimum annual sales targets; 16.1.4 if the Licensee convenes any meeting to consider a resolution for its voluntary winding-up; 16.1.5 if the Licensee commits any act which is an act of insolvency as defined in the Insolvency Act No 24 of 1936; 16.1.6 if the Licensee is placed into liquidation or placed under judicial management, licensingwhether provisionally or finally; 16.1.7 if the Licensee has a judgement granted against it and allows such judgement to remain unsatisfied for a period of 7 (seven) days; 16.1.8 if the Licensee commits any act or omits to do anything which, in the sole and confidentiality obligations in respect absolute discretion of the Work Licensor, prejudices or may prejudice any of the rights of the Licensor under this Agreement, its ownership in the Products; or 16.2 In the event of the Default contemplated in clause 16.1, the Licensor shall remain in forceaddition and without prejudice to any other remedies which it may have in terms of this Agreement be entitled : - 16.2.1 forthwith and without notice to claim payment of all amounts owing by the Licensee to the Licensor; and/or 16.2.2 to cancel this Agreement and any order for Products and to immediately obtain possession of all the Products delivered but unpaid and to recover from the Licensee all damages that the Licensee may suffer as a result of such cancellation. 16.3 In the event of a breach of the Licensee's obligations occurring as envisaged in clauses 16.1 or 16.2 above, the Licensee shall be obliged immediately to place the Licensor in possession of all Products that have been sold by the Licensor to the Licensee in terms of this Agreement. If the Licensor in its sole and absolute discretion does not require the Licensee to place it in possession of the Products, the Licensor shall be entitled to within 14 (fourteen) days obtain delivery, at the Licensee’s cost, of the Products to an address notified by the Licensor and/or to place a representative of the Licensor on the premises where the Products are kept in order to protect the rights of the Licensor. In the event of the Licensor not exercising its right to immediately obtain possession of the Products, this shall not be regarded as a waiver of the Licensor's right to call upon the Licensee to place the Licensor in possession of the Products at any time thereafter.

BREACH AND TERMINATION. 9.1 If 20.1 Should either party; 20.1.1 breach any of its obligations in terms hereof (including any Service Schedule) and fail to remedy such breach within 10 (ten) working days from receipt of a written notice from the other party or if the breach cannot reasonably be remedied within 10 (ten) working days, the Party B is in default shall be entitled to an extension, not exceeding a further 20 (twenty) days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the party within the 10 (ten) days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an on-going basis that the steps are being expeditiously pursued; 20.1.2 commit a breach of any payment obligation in terms of any Contract Document and fail to make payment within 7 (seven) days after receipt from the other Party of written notice calling upon it to do so; 20.1.3 be placed in liquidation or under judicial management or curatorship (in either case, whether provisionally or finally); or 20.1.4 effect a compromise with its creditors; or 20.1.5 commit any act or omission which would, in the case of an individual, be an act of insolvency in terms of Section 8 of the Insolvency Act; or 20.1.6 fail to satisfy any final judgement against it within 21 days of the date when it should have become aware of such judgement, the non-defaulting party may, without prejudice to any other remedies which it may otherwise have in terms of the Agreement, applicable Service Schedule or at law, terminate this Agreement (excluding Section 4.1), Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited and/or any Service Schedules or any part of a Services under a Service Schedule on written notice to the suspending defaulting party, in which event such termination shall be without prejudice to, and shall not constitute a release or termination of remuneration payments and waiver of, any claims which the non-defaulting party may have for damages against the defaulting party occasioned by the termination of the Agreement and/or any Service Schedule (as the case may be) in terms of this clause. 20.2 No party may cancel this Agreement on the grounds of a breach of a term of this Agreement unless the breach is material. 20.3 Without prejudice to the aforesaid right in clause 20.1, where such breach is the result of non-payment from the Customer and Customer does not execute payment after notice as set out in clause 20.1.1, Cyanre may suspend Services until the amount due and outstanding has been paid in full. Aforesaid suspension shall not be seen as a cancellation or termination unless Cyanre specifically indicate cancellation of the Agreement; moreover; 20.4 The Customer may cancel the Agreement or any Service Schedule at the end of the Initial Period (if any) or if the Customer is a natural person, Party B shall return thirty percent on at least 20 (30%twenty) Business Days advance written notice to Cyanre at any time prior to the expiration of the Initial Period, subject to payment of all income Party A paid amounts due and payable up to Party B the date of cancellation and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees payment of a reasonable cancellation fee that Cyanre may charge for the Work during early termination in contemplation of the TermAgreement or Service Schedule enduring for its intended Initial Period. 9.2 20.5 If Party B the Customer is in breach of a Juristic Person, the obligations in Section 4.1 of Customer may not terminate the Agreement or Service Schedule prior to the Initial Term except as otherwise agreed to under this Agreement, Party A may, at its sole discretion, withhold the publication of the Work . Terms and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent Conditions_General_Lab_2020-11 Cyanre The Digital Forensic Lab (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.Pty)Ltd

BREACH AND TERMINATION. 9.1 10.1 If a Party B to this Schedule: 10.1.1 fails to pay any amount due by it in terms of this Schedule by the due date, and fails to remedy such breach within 30 (thirty) days of written notice to do so; or 10.1.2 commits a material breach of any other provision of this Schedule and fails to remedy such breach within 30 (thirty) days of written notice to do so; or 10.1.3 takes steps to place itself, or is placed in liquidation, whether voluntary or compulsory, or under judicial management, in either case whether provisionally or finally, or is the subject of business rescue proceedings; or 10.1.4 take steps to deregister itself or is deregistered; or 10.1.5 fails to satisfy a substantial judgment against that Party within 21 (twenty one) days after that Party becomes aware of the judgment, except if that Party provides evidence on an ongoing basis to the reasonable satisfaction of the other Party that steps have been initiated within the 21 (twenty one) days to appeal, review or rescind the judgment and to procure suspension of execution of that judgment and that such steps are being expeditiously pursued. The period of 21 (twenty-one) days shall run from the date on which the judgment becomes final, or the date on which the attempts to procure the suspension of the execution fail, such Party shall be in default. Xxxxxx Space Connect Continue Schedule G - Xxxxxx Space Connect Page 11 of 21 10.2 If a Party is in breach of this Agreement (excluding Section 4.1)default, the aggrieved Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in breach of the obligations in Section 4.1 of this Agreement, Party A may, at its sole discretion, withhold the publication of the Work and the payment of remunerations; moreover, Party B shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreementbe entitled, in addition to the possibility all other remedies to which it may be entitled at law, or in terms of Party A enforcing its rights pursuant this Schedule, to Section 9.1 above, Party B shall also independently bear all relevant criminal liabilitycancel this Schedule. 9.4 For 10.3 Upon the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance termination for any reason, the surviving rights and obligations provided for in reason whatsoever of this Agreement with respect Schedule all amounts then owing by one Party to the transferring, licensing, other Party will become immediately due and confidentiality obligations in respect of the Work shall remain in forcepayable.

BREACH AND TERMINATION. 9.1 23.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect. 23.2 In the event that this Agreement is terminated by the Supplier under clause Error! Reference source not found. [Term and Cancellation], or in the event that a Work Order is terminated by Transnet under clause 23 [Breach and Consequences of Termination], Transnet will pay to the Supplier all outstanding Fees [apportioned on a pro rata basis] relating to the work undertaken by the Supplier up until the date of such termination. Transnet will also pay the costs of any goods and materials ordered by the Supplier in relation to the such work for which the Supplier has paid or is legally obliged to pay, in which case, on delivery of such goods or materials, the Supplier will promptly deliver such goods and materials to Transnet or as it may direct. 23.3 If either Party B is in [the Defaulting Party] commits a material breach of this Agreement (excluding Section 4.1)and fails to remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party A may take such measures as is necessary and appropriate [hereinafter the Aggrieved Party], shall be entitled, in addition to protect its own any other rights and interests, including but not limited to the suspending or termination of remuneration payments and the termination of the Agreement; moreover, Party B shall return thirty percent (30%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is remedies that it may have in breach of the obligations in Section 4.1 terms of this Agreement, to terminate this Agreement forthwith without any liability and without prejudice to any claims which the Aggrieved Party A may, at may have for damages against the Defaulting Party. 23.4 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when the other Party is unable to pay its sole discretion, withhold the publication debts as they fall due or commits any act or omission which would be an act of insolvency in terms of the Work and Insolvency Act, 24 of 1936 [as amended from time to time], or if any action, application or proceeding is made with regard to it for: a) a voluntary arrangement or composition or reconstruction of its debts; b) its winding-up or dissolution; c) the payment appointment of remunerations; moreovera liquidator, Party B shall return trustee, receiver, administrative receiver or similar officer; d) any similar action, application or proceeding in any jurisdiction to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Termwhich it is subject. 9.3 If Party B acts 23.5 Transnet may terminate this Agreement at any time within 2 [two] months of becoming aware of a change of control of the Supplier by notice in breach writing to the Supplier. For the purposes of its obligations under Section 4.4 this clause, control means the right to direct the affairs of a company whether by ownership of shares, membership of the board of directors, agreement or otherwise. 23.6 Notwithstanding this clause 23, Transnet may cancel this Agreementwithout cause by giving 30 [thirty] calendar days prior written notice thereof to the Supplier, or 23.7 The provisions of clauses 2 [Definitions], 17 [Warranties], 22 [Rights on Cancellation], 27 [Confidentiality], 29 [Limitation of Liability], 30 [Intellectual Property Rights], 33 [Dispute Resolution] and 37.1 [Governing Law] shall survive termination or expiry of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect of the Work shall remain in force.

BREACH AND TERMINATION. 9.1 15.1. If either Party B is in breach of any of its material obligations hereunder, the other Party may servo a written notice requiring the breaching Party to remedy the breach complained of within sixty (60) days thereafter. In relation to the Distributor, a breach of a material obligation will be deemed to have arisen in any event if, having been required so to do in writing by Xxxxxxx, it either (a) fails within the agreed period of time to submit a new offer and acceptable (to Xxxxxxx) business plan or (b) fails in a material sense to comply with the agreed action plans arising from a business review with Xxxxxxx. If the breach is not remedied within the sixty (60) day period or such other period as may be agreed between the Parties on a case by case basis, then the innocent Party may terminate this Agreement (excluding Section 4.1), immediately by written notice and the relevant provisions of this Article 15 shall apply. 15.2. This Agreement may be terminated immediately by written notice: 15.2.1 from one Party A may take such measures as is necessary and appropriate to protect its own rights and interests, including but not limited to the suspending other upon the other Party being dissolved, bankrupted, liquidated or going into administration or receivership, or in the case of the Distributor filing for protection from its creditors under a Chapter 11 type procedure; provided that if a Party goes into voluntary liquidation for the purposes of amalgamation or reconstruction, this will not constitute a cause for termination so long as the new entity immediately confirms in writing its ability and desire to continue with the Agreement; 15.2.2 from Xxxxxxx if the Distributor attempts to assign or transfer this Agreement or any rights or obligations hereunder without Xxxxxxx prior written consent; 15.2.3 from Xxxxxxx if the ownership or control of remuneration payments the Distributor or its parent or ultimate parent is acquired by a third party (whether an individual, corporate entity or partnership) and that third party is in Xxxxxxx reasonable opinion considered by Xxxxxxx either to be a I competitor in a material sense to Its business or not reasonably capable of continuing the performance of the Distributor’s obligations hereunder. For the purposes hereof “ownership or control” is defined as being either the acquisition of at least 25% of the issued voting stock or the ability to approve the Distributor’s annual business plan or control the Distributor’s operational activities; 15.2.4 from Xxxxxxx if the Distributor defaults under any financing agreement with or guarantee to Xxxxxxx, or if the Distributor willfully falsifies any claim, record, report or other material representation; or 15.2.5 if applicable, from Xxxxxxx to Distributor in the event that the Sales and Service Agreement by and between Caterpillar Inc. and any affiliate of Distributor is terminated for any reason. 15.3. If this Agreement is terminated by either Party under Articles 15.1 or 15.2, then the following provisions shall apply: 15.3.1 All indebtedness as between the Parties shall become immediately due and payable. 15.3.2 Unless otherwise mutually agreed all unfilled orders for Products shall be cancelled without liability on the part of either Party. 15.3.3 The distributor shall immediately remove and discontinue and shall, if required by Xxxxxxx, cause its Dealers to do the same, the use of all signs, stationary, advertising and other material identifying them with Xxxxxxx and the termination Products. They shall also refrain from all conduct that would indicate to the public any continuation of a Product selling activity as a distributor directly or indirectly of Xxxxxxx. 15.4. If this Agreement is terminated by either (a) an expiration of the Agreement; moreover, Party B shall return thirty percent initial term or any extended term without renewal or (30%b) by reason of all income Party A paid to Party B and compensate Party A for all losses incurred thereof, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all the promotion and marketing fees for the Work during the Term. 9.2 If Party B is in a Xxxxxxx breach of the obligations Agreement or (c) by reason of a Xxxxxxx Insolvency etc. as detailed in Section 4.1 Article 15.2.1, then Xxxxxxx undertakes subject to the terms of this Agreement, Party A may, at its sole discretion, withhold Article 15.4 to repurchase from the publication Distributor all Products (as defined below) in the inventory of the Work Distributor and Its Dealers as at the payment date of remunerations; moreover, Party B termination. The Distributor shall return to Party A one hundred percent (100%) of all income Party A paid to Party B and compensate Party A be responsible for all losses incurred thereof, including but not limited to repurchase of Engines and Parts from its Dealers before any expenses incurred repurchase by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and all Xxxxxxx. The enforcement by the promotion and marketing fees for the Work during the Term. 9.3 If Party B acts in breach of its obligations under Section 4.4 of this Agreement, in addition to the possibility of Party A enforcing its rights pursuant to Section 9.1 above, Party B shall also independently bear all relevant criminal liability. 9.4 For the avoidance of doubt, even if the Agreement is terminated in accordance with this Agreement, the irrevocable license granted under this Agreement will still continue. Party B’s exclusive remedies in respect of Party A’s breach pursuant to this Agreement are monetary damages. 9.5 The Parties agree and acknowledge that if this Agreement is suspended, terminated, or rescinded in advance for any reason, the surviving rights and obligations provided for in this Agreement with respect to the transferring, licensing, and confidentiality obligations in respect Distributor of the Work Xxxxxxx repurchase obligation shall remain be the sole and exclusive remedy of the Distributor in forcethe events of termination as referenced above.