Common use of BREACH AND TERMINATION Clause in Contracts

BREACH AND TERMINATION. If Buyer breaches any term of the Contract or any other contractual obligation in favor of Seller, (a) Seller may choose to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breach, or (b) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten (10) days after receipt of written notice from Seller describing such breach. In the event of a termination, all outstanding payment obligations or other indebtedness of Buyer to Seller shall be due and payable no later than fifteen (15) days after delivery of notice of termination. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision in the Contract, Seller shall have no obligation to pay any rebate, issue any credit or make any other payment of any kind to Buyer unless Buyer is fully in compliance with its payment and other obligations under the Contract and any other contractual obligation in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller input.

BREACH AND TERMINATION. If Buyer breaches any term of A. Licensee acknowledges and agrees that Licensor would suffer irreparable harm if Licensee were to materially breach its obligations under this Agreement and were to continue to produce or sell Licensed Products after the Contract or any other contractual obligation cure period set forth in favor of Sellerthis Paragraph 13 and that monetary damages would be insufficient to remedy the harm to Licensor. Accordingly, (a) Seller may choose to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breach, or (b) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten (10) days after receipt of written upon receiving notice from Seller describing such breach. In the event Licensor of a termination, all outstanding payment obligations or other indebtedness of Buyer to Seller shall be due and payable no later than fifteen (15) days after delivery of notice of termination. Acceptance by Seller of less than the full amount due shall not be a waiver material breach of any of Seller's rights its obligations under this Agreement, Licensee shall immediately take whatever steps are necessary to remedy the Contract breach, at its sole cost and expense or applicable lawshall contest such notice of breach, in writing to Licensor, within five (5) days of receipt thereof. Notwithstanding any provision If Licensee does not contest the notice of breach within such five day period or remedy the breach within sixty (60) days from the date Licensor gives Licensee notice of such breach, Licensee shall cease all manufacture and sale of the Licensed Products affected by the breach until the breach is remedied. If (i) Licensee contests Licensor’s notice of breach within the five day period or if (ii) after the expiration of the sixty (60) day cure period, the breach continues, Licensor may apply to a court of competent jurisdiction for appropriate relief. If such court determines that a material breach has occurred and is continuing, then Licensee hereby irrevocably and unconditionally consents to the entry of an order by a court of competent jurisdiction granting an injunction against further manufacture or sale of such Licensed Products until such breach is cured. Without limitation to Paragraph 23, Licensee also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Federal District Court in the ContractNorthern District of Illinois for any actions, Seller shall have no obligation suits or proceedings arising out of or relating to pay any rebate, issue any credit or make any other payment this Paragraph 13 and further agrees that service of any kind process, summons, notice or document by U.S. registered mail to Buyer unless Buyer is fully Licensee’s address set forth above shall be effective service of process for any action, suit or proceeding brought against Licensee in compliance with its payment and any such court. Nothing herein shall waive Licensor’s rights to other obligations under the Contract and any other contractual obligation remedies available, either at law or in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputequity.

BREACH AND TERMINATION. You agree that failure to abide by any provision of this Agreement, any operating rule or policy, including our Acceptable Use Policy, or the Dispute Resolution Policy as provided by the governing registry and outlined in an appendix hereto, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If Buyer breaches any term within thirty (30) calendar days of the Contract date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration or reservation of your domain name and all other information related to you on our Service. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other contractual obligation in favor breach by you. Your willful provision of Sellerinaccurate or unreliable information, (a) Seller may choose your willful failure to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breachpromptly update information provided to us, or (b) Seller may immediately terminate the Contract if Buyer fails your failure to cure such breach within ten (10) days after receipt of written notice from Seller describing such breach. In the event of a termination, all outstanding payment obligations or other indebtedness of Buyer to Seller shall be due and payable no later than respond for over fifteen (15) calendar days after delivery to inquiries by us concerning the accuracy of notice contact details associated with the your registration shall constitute a material breach of this Agreement and be a basis for cancellation of the domain name registration. Upon termination we will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by us, you will not receive any refund for payments already made by you as of the date of termination. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision , and, you may incur additional fees (in the Contractcase of a monthly or annual subscription being paid over time). If termination of this Agreement is due to your default hereunder, Seller you shall have no obligation bear all costs of such termination, including any reasonable costs we incur in closing your account. You agree to pay any rebate, issue any credit or make any other payment of any kind to Buyer unless Buyer is fully and all costs incurred by us in enforcing your compliance with its payment this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and other obligations under referenced herein. In addition to the Contract and any other contractual obligation terms set forth herein, certain services may have additional terms regarding termination, which are set forth in favor of Sellerthe applicable Schedule. In addition, if you have purchased our Service(s), which are sold together as part of a "bundled" package of services, any termination relating to any part of such bundle will terminate all of our Services included in such bundle. For instance, any domain name registered with or maintained by us under this Agreement as part of a package of Services pertaining to that domain name will be cancelled and may thereafter be available for registration by another party. Upon the effective date of termination, we will no longer provide the bundled Service(s) to you, any licenses granted you shall immediately terminate, and you shall cease using such Services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain Services included in the event that Buyer fails bundled Services to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputstand alone Services.

BREACH AND TERMINATION. If Buyer RECTIFICATION PLAN Without limiting any other rights or remedies the Commonwealth may have arising out of or in connection with this Contract, if the Service Provider breaches any term provision of this Contract, the Commonwealth may by notice require the Service Provider to provide to the Commonwealth within twenty (20) Working Days (or such longer period as specified in the notice) a draft plan which: if the breach is capable of remedy, details all steps the Service Provider has taken, is taking or will take to remedy the breach and prevent the reoccurrence of the Contract breach, and the timeframe for remedy of the breach; or any other contractual obligation in favor if the breach is not capable of Sellerremedy, details all steps the Service Provider is taking or will take to mitigate the effect of the breach and prevent the reoccurrence of the breach, (a) Seller "Rectification Plan"). The Commonwealth will within a reasonable time after receipt of the draft Rectification Plan review the draft Rectification Plan and notify the Service Provider that it: approves the draft Rectification Plan; approves the draft Rectification Plan subject to minor amendments not affecting overall implementation of the Rectification Plan; or rejects the draft Rectification Plan. The Service Provider acknowledges that the Commonwealth may choose seek advice from a Practitioner Professional Body before approving a draft Rectification Plan. If the Commonwealth notifies the Service Provider that it approves the draft Rectification Plan under clause 28.2(a), the Service Provider must implement the approved Rectification Plan within the timeframe specified in the approved Rectification Plan. If the Commonwealth notifies the Service Provider that it approves the draft Rectification Plan subject to defer any or all further shipments or other performance minor amendments under clause 28.2(b), the Contract Service Provider must: make the amendments specified by the Commonwealth as soon as practicable; and performance implement the approved Rectification Plan, as amended, within the timeframe specified in the Rectification Plan, as amended. If the Commonwealth notifies the Service Provider that it rejects a draft Rectification Plan under clause 28.2(c), the Commonwealth must provide written notice of any other contractual obligation issues in favor of Buyer until Buyer cures its breachrelation to the draft Rectification Plan that the Commonwealth would like addressed. The Service Provider must, or within fourteen (b) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten (1014) days after receipt of written notice from Seller describing such breachnotification by the Commonwealth, address the issues raised by the Commonwealth and provide to the Commonwealth a new draft Rectification Plan for its review in which case clauses 28.2 to 28.5 apply. In the event The Commonwealth's approval of a termination, all outstanding payment obligations draft Rectification Plan does not in any way reduce the Service Provider's responsibility for the Rectification Plan or other indebtedness of Buyer to Seller shall be due and payable no later than fifteen (15) days after delivery of notice of termination. Acceptance by Seller of less than the full amount due shall not be a waiver of reduce or vary any of Sellerthe Service Provider's rights under the Contract or applicable law. Notwithstanding any provision in the Contract, Seller shall have no obligation to pay any rebate, issue any credit or make any other payment of any kind to Buyer unless Buyer is fully in compliance with its payment and other obligations under the Contract and any other contractual obligation in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputthis Contract.

BREACH AND TERMINATION. If Buyer breaches Without prejudice to any term rights or remedies SMT may have under these Terms or otherwise under applicable law (including under Articles 61-65 and 71-77 of the Contract CISG), SMT may, by written notice to Buyer, terminate with immediate effect these Terms, or any other contractual obligation in favor of Sellerpart thereof and any Quote, (a) Seller may choose to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breachpurchase order, or Confirmation hereunder, without any liability whatsoever, if: (bi) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten make payment for any Ordered Goods to SMT when due; (10ii) days after receipt Buyer fails to accept conforming Ordered Goods supplied hereunder; (iii) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Buyer, voluntary or involuntary, a trustee or receiver is appointed over Buyer, or any assignment is made for the benefit of written notice from Seller describing such breachcreditors of Buyer; or (iv) Buyer violates or breaches any of the provisions of these Terms. Upon occurrence of any of the events referred to hereinabove, all payments to be made by Buyer under these Terms shall become immediately due and payable. In the event of cancellation, termination or expiration of these Terms, Sections 6(B), 7-10, 12(B), 13, 14, 16, 18, and 20-31 shall, to the extent applicable, survive. DELIVERY DATES MODIFICATIONS; CANCELLATION: No order, agreement or any part thereof may be rescheduled or cancelled by Buyer without SMT’s prior written consent. CONFIDENTIALITY: Buyer acknowledges that all technical, commercial and financial data (“Confidential Information”) disclosed to Buyer by SMT and/or SMT’s Related Parties is the confidential information of SMT and/or its Related Parties. Buyer shall not disclose Confidential Information to any third party and shall not use Confidential Information for any purpose other than as agreed by the parties and in conformance with the transaction contemplated hereunder. Buyer shall restrict disclosure and use of the Confidential Information to its employees on need to know basis only. Without limiting the foregoing, Buyer shall use at least the same degree of care which it uses to prevent disclosure of its own Confidential Information of like importance, but in no event with less than a terminationhigh degree of care, to prevent the disclosure of the Confidential Information. Upon SMT’s request, Buyer shall promptly return all outstanding payment Confidential Information to SMT or make such other disposition thereof as directed by SMT. Buyer shall, only with the prior approval in writing from SMT, be permitted to disclose Confidential Information under the same obligations or other indebtedness of as are contained in this Section and Buyer to Seller shall be due responsible for full compliance by the other parties to whom Confidential Information is disclosed. Buyer shall be liable to SMT for any and payable no later than fifteen (15) days after delivery all damages, for any loss, disclosure, misuse, and/or misappropriation of notice of terminationthe Confidential Information. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision in the Contract, Seller SMT shall have no obligation to pay hold any rebateinformation received from Buyer hereunder in confidence unless such information is covered by a separately negotiated non-disclosure agreement, issue any credit or make any other payment of any kind which is reduced to Buyer unless Buyer is fully in compliance with its payment writing and other obligations under the Contract and any other contractual obligation in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer signed by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputboth parties.

BREACH AND TERMINATION. If Buyer breaches You will be in breach of this Agreement: (i) if you fail to timely pay any term of the Contract or any other contractual obligation in favor of Seller, (a) Seller may choose amount due to defer any or all further shipments or other performance CCI under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breach, or (b) Seller may immediately terminate the Contract if Buyer fails to cure such breach this Agreement within ten (10) days of the date that it is due, or (ii) if you fail to perform any other obligation under this Agreement, and such failure continues for more than ten (10) days after receipt of written notice from Seller describing such breachCCI; or (iii) if you cancel or repudiate this Agreement or any Service commitment; or (iv) if you are subject to voluntary or involuntary bankruptcy proceedings, make an assignment for the benefit of creditors, cease to operate as a going business, become insolvent or seek protection from creditors (each of the foregoing in (iii), “ Bankrupt”), and in any Bankrupt case fail to deliver to CCI within ten (10) days a court order providing for adequate assurance of continued payment for all Services provided under this Agreement and that includes a provision for payment of all sums previously billed and all services used but not yet billed, and a deposit of not less than two (2) months of the MRC for all Services, plus applicable taxes and fees. In the event of a terminationbreach that is not timely cured, CCI may elect to suspend or terminate any Services and/or this Agreement on written notice to you. CCI retains all outstanding payment obligations remedies available to it by law. If CCI takes action to collect amounts due, or to address any other indebtedness of Buyer breach, the prevailing party (with a court judgment) is entitled to Seller shall be reasonable attorneys’ fees and costs. You can terminate this Agreement and/or a Service at any time on written notice to CCI, so long as you pay the applicable cancellation or early termination charge, and all other charges due to CCI. If we fail to perform a material obligation under this Agreement and payable no later than fifteen fail to cure within twenty (1520) days after delivery of written notice of termination. Acceptance by Seller of less than from you or such longer period as may be necessary to do so, or if we are Bankrupt and fail to provide a Service to you, you may terminate this Agreement or the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision in the Contractaffected Service on thirty (30) days written notice to us, Seller shall have no obligation to pay any rebate, issue any credit or make any other without payment of any kind to Buyer unless Buyer is fully in compliance with its payment a cancellation or early termination charge, but you remain responsible for all Service charges, including taxes and other obligations under fees, until the Contract and any other contractual obligation in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputdate Services are actually terminated.

BREACH AND TERMINATION. You agree that failure to abide by any provision of this Agreement, any operating rule or policy, including our Acceptable Use Policy, or the Dispute Resolution Policy, or other Policies as posted on the DNHD website as provided by the governing registry and outlined in an appendix hereto, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If Buyer breaches any term within thirty (30) calendar days of the Contract date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration or reservation of your domain name and all other information related to you on our Service. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other contractual obligation in favor breach by you. Your willful provision of Sellerinaccurate or unreliable information, (a) Seller may choose your willful failure to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breachpromptly update information provided to us, or (b) Seller may immediately terminate the Contract if Buyer fails your failure to cure such breach within ten (10) days after receipt of written notice from Seller describing such breach. In the event of a termination, all outstanding payment obligations or other indebtedness of Buyer to Seller shall be due and payable no later than respond for over fifteen (15) calendar days after delivery to inquiries by us concerning the accuracy of notice contact details associated with the your registration shall constitute a material breach of this Agreement and be a basis for cancellation of the domain name registration. Upon termination we will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by us, you will not receive any refund for payments already made by you as of the date of termination. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision , and, you may incur additional fees (in the Contractcase of a monthly or annual subscription being paid over time). If termination of this Agreement is due to your default hereunder, Seller you shall have no obligation bear all costs of such termination, including any reasonable costs we incur in closing your account. You agree to pay any rebate, issue any credit or make any other payment of any kind to Buyer unless Buyer is fully and all costs incurred by us in enforcing your compliance with its payment this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and other obligations under referenced herein. In addition to the Contract and any other contractual obligation terms set forth herein, certain services may have additional terms regarding termination, which are set forth in favor of Sellerthe applicable Schedule. In addition, if you have purchased our Service(s), which are sold together as part of a "bundled" package of services, any termination relating to any part of such bundle will terminate all of our Services included in such bundle. For instance, any domain name registered with or maintained by us under this Agreement as part of a package of Services pertaining to that domain name will be cancelled and may thereafter be available for registration by another party. Upon the effective date of termination, we will no longer provide the bundled Service(s) to you, any licenses granted you shall immediately terminate, and you shall cease using such Services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain Services included in the event that Buyer fails bundled Services to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputstand alone Services.

BREACH AND TERMINATION. If Buyer breaches Without prejudice to any term rights or remedies SMT may have under these Terms or otherwise under applicable law (including under Articles 61-65 and 71-77 of the Contract CISG), SMT may, by written notice to Buyer, terminate with immediate effect these Terms, or any other contractual obligation in favor of Sellerpart thereof and any Quote, (a) Seller may choose to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breachpurchase order, or Confirmation hereunder, without any liability whatsoever, if: (bi) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten make payment for any Ordered Goods to SMT when due; (10ii) days after receipt Buyer fails to accept conforming Ordered Goods supplied hereunder; (iii) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Xxxxx, voluntary or involuntary, a trustee or receiver is appointed over Buyer, or any assignment is made for the benefit of written notice from Seller describing such breachcreditors of Buyer; or (iv) Buyer violates or breaches any of the provisions of these Terms. Upon occurrence of any of the events referred to hereinabove, all payments to be made by Buyer under these Terms shall become immediately due and payable. In the event of cancellation, termination or expiration of these Terms, Sections 6(B), 7-10, 12(B), 13, 14, 16, 18, and 20-31 shall, to the extent applicable, survive. DELIVERY DATES MODIFICATIONS; CANCELLATION: No order, agreement or any part thereof may be rescheduled or cancelled by Buyer without SMT’s prior written consent. CONFIDENTIALITY: Buyer acknowledges that all technical, commercial and financial data (“Confidential Information”) disclosed to Buyer by SMT and/or SMT’s Related Parties is the confidential information of SMT and/or its Related Parties. Buyer shall not disclose Confidential Information to any third party and shall not use Confidential Information for any purpose other than as agreed by the parties and in conformance with the transaction contemplated hereunder. Buyer shall restrict disclosure and use of the Confidential Information to its employees on need to know basis only. Without limiting the foregoing, Buyer shall use at least the same degree of care which it uses to prevent disclosure of its own Confidential Information of like importance, but in no event with less than a terminationhigh degree of care, to prevent the disclosure of the Confidential Information. Upon SMT’s request, Xxxxx shall promptly return all outstanding payment Confidential Information to SMT or make such other disposition thereof as directed by SMT. Buyer shall, only with the prior approval in writing from SMT, be permitted to disclose Confidential Information under the same obligations or other indebtedness of as are contained in this Section and Buyer to Seller shall be due responsible for full compliance by the other parties to whom Confidential Information is disclosed. Buyer shall be liable to SMT for any and payable no later than fifteen (15) days after delivery all damages, for any loss, disclosure, misuse, and/or misappropriation of notice of terminationthe Confidential Information. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller's rights under the Contract or applicable law. Notwithstanding any provision in the Contract, Seller SMT shall have no obligation to pay hold any rebateinformation received from Buyer hereunder in confidence unless such information is covered by a separately negotiated non-disclosure agreement, issue any credit or make any other payment of any kind which is reduced to Buyer unless Buyer is fully in compliance with its payment writing and other obligations under the Contract and any other contractual obligation in favor of Seller. In addition, in the event that Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer. Seller shall have the right to dispose of or recycle scrap packaging materials. Any Buyer supplied raw materials will either be returned to Buyer signed by Seller for credit, if applicable, or disposed of at Buyer’s expense. Any Finished Product will be either sold to Buyer or disposed of at Buyer’s expense. Any Buyer packaging, will be disposed of at Buyer’s expense. Any processed material not meeting specification will be disposed of at Buyer’s expense if it is the result of Buyer input, or at Seller’s expense if as a result of Seller inputboth parties.