Common use of Suspension and Termination Clause in Contracts

Suspension and Termination. 9.1 To the extent permitted by law, we may at any time suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To 24.1. We may temporarily and/or permanently suspend and/or disable the extent permitted by law, we may at any time suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as whole or any part of any Licensed SDKs, the AHI Platform or Services and/or your Personnel’s and Users’ access to and use of any Licensed SDKs, the AHI Platform or Services by way of TPM or otherwise if we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result ofknow or reasonably suspect that: (a) you are in breach of the Agreement; (b) any default of your Personnel have not used or action by youare not using the Licensed SDKs in compliance with the Licence; (c) any Authorised Third Party Developer is in breach of the applicable Third Party Developer Licence Agreement; or (bd) an event we determine that you or circumstance any of your Personnel’s use of the Licensed SDKs is likely to lead to any third party instituting or threatening legal proceedings against us or any other person. 24.2. A party (the first party) may terminate this Agreement by written notice to the other party (the Defaulting Party) if the Defaulting Party is in material breach of this Agreement which is beyond not remediable, or if capable of remedy and the control and without Defaulting Party fails to remedy the fault or negligence material breach within seven (7) days of us and which by written notice from the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result first party requiring the remedying of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspensionbreach. 9.2 24.3. A party may immediately terminate this agreement Agreement by written notice in writing to the other party if the other partyparty suffers an Insolvency Event. 24.4. We may terminate this Agreement, the Licence or our provision of any Services, if: (a) breaches any term under this agreement and such breach is not able to be remediedyou undergo a Change of Control without our prior written consent; (b) breaches you breach, challenge or dispute the validity of any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breachour Intellectual Property Rights; (c) breaches you purport to assign any law relating to the supply of the goods your rights or servicesnovate any of your obligations under this Agreement without our prior written consent; (d) becomes insolventyou breach any Applicable Law or any person’s rights; or (e) is convicted of a criminal offencethird party provider ceases to provide hardware, software, products, licences or services that we require to comply with our obligations under this Agreement. 9.3 In addition to 24.5. If this Agreement is terminated or expires for any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiablereason: (a) work in progressany rights or obligations that, by their nature, survive termination shall so survive; (b) goods you shall promptly return to us all copies of any of our Confidential Information and Documentation in your possession or services supplied control, or completedif required by us, destroy all such copies of our Confidential Information and Documentation; (c) in the absence of any direction from you within 30 days following termination or expiry of this Agreement, we shall delete all Your Data that remains in our possession or control; (d) we do not have any obligation to provide you with any refund, except to the extent that we must do so pursuant to Applicable Law; (e) your right to use and access the Licensed SDKs, the AHI Platform and any Documentation immediately ceases; and (cf) expenses incurred up the Licence will immediately terminate. 24.6. If this Agreement is terminated prior to the date expiry of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details Initial Term or any then current Renewal Term (other material factthan due to our breach of the Agreement), is materially incorrect. 9.5 If this agreement is terminated pursuant then without prejudice to clauses 9.2, 9.3 or 9.4any of our other rights, you must cease pay any amounts (collectively, the supply Outstanding Amount) which we calculate or reasonably estimate would have been payable by you under the Agreement for the remainder of the goods Initial Term (or services then current Renewal Term, if applicable) had the subject Agreement not been terminated. If an Outstanding Amount is payable, we will send you a tax invoice in respect of the purchase order Outstanding Amount and you must deliver all goods or services in progress or completed as will pay this invoice within twenty eight (28) days. Payment under this clause 24.6 is not intended to be, and will not be punitive and is intended to compensate us for reasonable losses that we may request. 9.6 Unless expressly stated otherwise, will suffer resulting from the early termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employeeAgreement.

Suspension and Termination. 9.1 To 26.1. You may terminate the extent permitted Account Agreement immediately by lawgiving written notice to us. You agree that at any time after the termination of the Account Agreement, we may, without notice to you, close out any or all of your Open Positions (if any). 26.2. We may suspend or terminate the Account Agreement and/or your Account by giving five (5) Business Days written notice to you for any reason or no reason whatsoever, except that we may terminate the Account Agreement immediately, upon written notice to you, for any reason or no reason whatsoever, if you have no Open Positions in your Account at the time when the notice of termination is sent. If you have an Open Position under any Service or in any product that is being terminated, we will aim to provide you with at least thirty (30) calendar days’ notice to close such Open Position. However, where, in our reasonable opinion, it is necessary or fair to do so or it is impracticable to give you thirty (30) calendar days’ prior notice, we may provide a shorter notice period. Where notice is given, you undertake to cancel any Orders and/or close any Open Positions in respect of such affected product or Service before the time specified in our notice. 26.3. You agree that at any time suspend performance after the termination of the Account Agreement, we may, without notice to you, close out any or all of your obligations Open Positions. You further agree that we may, at our sole and absolute discretion, suspend your Account and restrict your trading activities during the notice period mentioned in this Clause. Where we suspend your Account, we may prevent you from opening any new positions, but we will not close your Open Positions unless otherwise allowed under this agreement by giving you noticethe Account Agreement. 26.4. When you receive a notice of suspension from us you must suspend performance Upon termination of the relevant obligations until such time as we direct Account Agreement, all amounts payable by you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result ofwill become immediately due and payable including, without limitation: (a) any default or action by you; orall outstanding fees, charges and commissions; (b) an event any expenses incurred by terminating the Account Agreement; (c) any Losses realised in closing out any Open Positions or circumstance settling or concluding outstanding obligations incurred by us on your behalf; and (d) any financial accommodations remaining to the credit of your Account. 26.5. Termination of the Account Agreement will not affect any rights or obligations, which may already have arisen between you and us. The termination of the Account Agreement will not affect the coming into force or the continuance in force of any provision in the Account Agreement which is beyond expressly, or by implication, intended to come into, or continue in force, on or after such termination. 26.6. If termination occurs, we will, as soon as reasonably practicable and subject to the control Account Agreement, deliver to you any funds in your Account(s) subject to any applicable charges and without rights of set-off. A final statement will be issued to you where appropriate. 26.7. The provisions of this Clause will not prevent us from exercising any of our rights to terminate or suspend the fault or negligence of us and which by Account Agreement as provided elsewhere in the exercise of reasonable diligence we are unable Account Agreement. 26.8. Notwithstanding our general power to prevent (excluding any shortage of labour or materials), but is a result of terminate the acts or omissions of us or our personnel, and continues for a cumulative period of 7 daysAccount Agreement pursuant to Clause 26.2 above, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence be entitled to take any or all of the suspension. 9.2 A party may immediately following actions including terminating the Account Agreement or suspending your Account or restricting your ability to place new Order without further notice to you where our reasonable attempts to communicate with you using your last known contact details have remained unsuccessful for fourteen (14) calendar days. Where we terminate the Account Agreement, suspend your account and/or restrict your ability to place new Order pursuant to this agreement by notice in writing to the other party if the other partyClause, we are entitled to: (a) breaches cancel any term under this agreement and such breach is not able to be remediedor all outstanding Orders; (b) breaches liquidate any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breachor all Open Positions; (c) breaches any law relating to the supply in respect of the goods closed or services; (dsuspended Account(s) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition and/or terminated Service(s), to set-off the proceeds against any other rights of termination available amounts owed to us, we and to issue a demand draft for the amount of any remaining funds which may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you be retained for all verifiable:your collection. (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to 26.9. Termination will not affect any Transaction affected before the date of termination of the notice Account Agreement and will be without prejudice to the rights and obligations which have arisen under the Account Agreement before the date of termination. 26.10. Clauses 17, which are incurred in compliance with this agreement, 23 and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to 30 survive the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply termination of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may requestAccount Agreement. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 (a) To the extent permitted by law, we the Company may at any time and for any reason, suspend performance of your obligations under this agreement Agreement by giving you the Supplier notice. When you receive If the Supplier receives a notice of suspension from us you the Company, the Supplier must immediately suspend performance of the relevant obligations until such time as we direct you the Company directs the Supplier to resume performance of those obligations by notice in writing. Where the suspension The Supplier will be entitled to payment of your obligations any additional direct costs which are unavoidably incurred as evidenced by us under this clause is not supporting documents as a result of: (a) any of the suspension, provided that the suspension was not necessary because of an act, default or action by you; oromission of the Supplier. (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party The Company may immediately terminate this agreement Agreement by notice in writing to the other party if the other partySupplier if: (ai) breaches the Supplier becomes insolvent, bankrupt or is convicted of a criminal offence; (ii) the Supplier or its Personnel breach any term obligation under this agreement and such breach Agreement which is not unable to be remedied or, if it is able to be remedied; (b) breaches any term under this agreement and such breach , is not remedied within 14 days of the Company giving the Supplier notice being given to do so; or (iii) in the Company’s reasonable opinion, the Supplier or its Personnel have engaged in any unsafe work practices, in which case the Company will not be obliged to make any payment to the party Supplier, and if the Company does not exercise its rights under clause 14(g) to remedy enforce a Security Interest, any payment already made to the breach;Supplier under this Agreement must be immediately repaid to the Company in full. (c) breaches The Supplier may terminate this Agreement if: (i) the Company does not pay the Supplier any law relating undisputed money due and owing to it under this Agreement; and (ii) the supply Company does not pay that money within a further period of 20 business days after the goods or services;Supplier serves written notice on the Company requiring payment. (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other termination rights that the Company has, the Company may cancel or terminate this Agreement at any time and in its sole discretion. If the Agreement is cancelled or terminated by the Company in accordance with this clause 9(d), subject to any rights of termination available set off or deduction which the Company may have, the Company’s only obligation will be to us, we may terminate pay the Supplier for the direct costs and liabilities which have been unavoidably incurred by the Supplier as a result of compliance with this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up Agreement prior to the date of termination (as evidenced by supporting documentation) (e) If this Agreement is terminated under clause 9(b) or 9(c), the notice respective rights and liabilities of termination, which are incurred in compliance with the parties will be the same as they would be at common law if the defaulting party had wrongfully repudiated this agreement, Agreement and which cannot be reversed or mitigated by you applying best effortsthe other party elected to treat this Agreement as at an end and recover damages. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 (f) Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 (a) To the extent permitted by law, we the Company may at any time and for any reason, suspend performance of your obligations under this agreement Agreement by giving you the Supplier notice. When you receive If the Supplier receives a notice of suspension from us you the Company, the Supplier must immediately suspend performance of the relevant obligations until such time as we direct you the Company directs the Supplier to resume performance of those obligations by notice in writing. Where the suspension The Supplier will be entitled to payment of your obligations any additional direct costs which are unavoidably incurred as evidenced by us under this clause is not supporting documents as a result of: (a) any of the suspension, provided that the suspension was not necessary because of an act, default or action by you; oromission of the Supplier. (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party The Company may immediately terminate this agreement Agreement by notice in writing to the other party if the other party:Supplier if:‌ (ai) breaches the Supplier becomes insolvent, bankrupt or is convicted of a criminal offence; (ii) the Supplier or its Personnel breach any term obligation under this agreement and such breach Agreement which is not unable to be remedied or, if it is able to be remedied; (b) breaches any term under this agreement and such breach , is not remedied within 14 days of the Company giving the Supplier notice being given to do so; or (iii) in the Company’s reasonable opinion, the Supplier or its Personnel have engaged in any unsafe work practices, in which case the Company will not be obliged to make any payment to the party Supplier, and if the Company does not exercise its rights under clause 14(g) to remedy enforce a Security Interest, any payment already made to the breach;Supplier under this Agreement must be immediately repaid to the Company in full. (c) breaches The Supplier may terminate this Agreement if:‌ (i) the Company does not pay the Supplier any law relating undisputed money due and owing to it under this Agreement; and (ii) the supply Company does not pay that money within a further period of 20 business days after the goods or services;Supplier serves written notice on the Company requiring payment. (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other termination rights that the Company has, the Company may cancel or terminate this Agreement at any time and in its sole discretion. If the Agreement is cancelled or terminated by the Company in accordance with this clause 9(d), subject to any rights of termination available set off or deduction which the Company may have, the Company’s only obligation will be to us, we may terminate pay the Supplier for the direct costs and liabilities which have been unavoidably incurred by the Supplier as a result of compliance with this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up Agreement prior to the date of termination (as evidenced by supporting documentation)‌ (e) If this Agreement is terminated under clause 9(b) or 9(c), the notice respective rights and liabilities of termination, which are incurred in compliance with the parties will be the same as they would be at common law if the defaulting party had wrongfully repudiated this agreement, Agreement and which cannot be reversed or mitigated by you applying best effortsthe other party elected to treat this Agreement as at an end and recover damages. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 (f) Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.termination.‌

Suspension and Termination. 9.1 To 15.1 If the extent permitted by law, we may at Customer fails to pay the Total Charges within twenty-one (21) days of the receipt of a written reminder for payment or fails to observe and perform any time suspend performance of your its material obligations under this agreement the Conditions (or if Axians is otherwise entitled to suspend the provision of any of the Product(s) or Services and/or terminate the Agreement, any Statement of Work and/or an Accepted Purchase Order), Axians shall be entitled to (in its entire discretion), by giving you notice. When you receive a written notice to the Customer and without prejudice to any of suspension from us you must its other rights and remedies, to immediately restrict or suspend performance the provision of the relevant obligations Product(s) and/or Services until such time as we direct you either: (i) the Total Charges (or such relevant portion thereof), together with any interest payable thereon, have been received in clear funds by Axians; or (ii) where suspension was a result of a material breach on the part of the Customer of its obligations under the Conditions, the Customer has remedied such breach to resume performance the reasonable satisfaction of those Axians. 15.2 Either Party (in this Clause 15 the "Terminating Party") may terminate immediately on written notice to the other Party (in this Clause 15 the "Other Party") the Agreement and all and any Statement(s) of Work and/or Accepted Purchase Order(s) at that time in effect if the Other Party becomes subject to an Insolvency Event. The Customer shall be liable to pay all Total Charges up until the day of termination in the event of it exercising its right to terminate under this Clause 15.2. 15.3 A Statement of Work or an Accepted Purchase Order (or affected part thereof) may be terminated forthwith by the Terminating Party if the Other Party commits a material breach thereunder and the Other Party fails to remedy the same within thirty (30) days of receiving written notice from the Terminating Party giving particulars of the breach (provided always that such material breach is capable of remedy within thirty (30) days, otherwise the Other Party shall be required to have put into place such steps as are appropriate to remedy the material breach to the Terminating Party’s reasonable satisfaction). 15.4 The termination of any Statement(s) of Work or Accepted Purchase Order(s) (or affected part(s) thereof) in accordance with Clause 15.3 shall not cause the termination or cessation of the Agreement or any other Statements of Work or Accepted Purchase Orders (or any part thereof or the obligations of either Party thereunder) which are in effect on such date the relevant written notice of termination is provided for the affected Statement(s) of Work and/or Accepted Purchase Order(s). Accordingly, the Agreement and such other Statement(s) of Work and/or Accepted Purchase Order(s) shall remain in full force in accordance with its/their terms. 15.5 Either Party may terminate the Agreement by giving to the other not less than ninety (90) days’ notice in writing, such notice to take effect no earlier than twelve (12) Months following the Effective Date. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result The termination of the acts Agreement in accordance with this Clause 15.5 shall not cause the termination or omissions cessation of us any Statements of Work or our personnelAccepted Purchase Orders (or any part thereof or the obligations of either Party thereunder) in effect on such date the relevant written notice is provided, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for nor on the direct, verifiable and reasonable costs incurred by you as a consequence date of the suspensionexpiration of the relevant written notice. Accordingly, all Statements of Work and/or Accepted Purchase Orders shall remain in force in accordance with its/their relevant terms. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to 15.6 Any termination shall be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of termination available either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to us, we may come into or continue in force on or after such termination. 15.7 Axians shall be entitled to terminate this agreement by giving 14 days’ immediately on written notice to youthe Customer the Agreement and all and any Statement of Work(s) or Accepted Purchase Order(s) at that time in effect at any time if: 15.7.1 there is a change in the Control of the Customer which results in the Customer being Controlled by a person or persons whom Axians considers, in its reasonable opinion, to be a direct competitor; or 15.7.2 at any time there is a change in the Control of the Customer which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: results in the Customer being Controlled by a person or persons whom Axians has, acting reasonably, demonstrable concerns regarding their financial standing, provided that: (a) work Axians has requested reasonable assurances from the Customer as to its continued ability to perform its obligations under the Agreement, Statement(s) of Work and/or Accepted Purchase Order(s) following the change in progress; Control (the “Financial Standing Assurances”); and (b) goods either the Customer has failed to provide such Financial Standing Assurances within a reasonable period or services supplied or completed; and (c) expenses incurred up to the date of the notice of terminationAxians, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material factacting reasonably, is materially incorrectnot satisfied with the Financial Standing Assurances provided by the Customer. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To (a) Subject to clause 12.3(a), where the extent permitted by lawContractor or any of its employees, we agents or Sub- Contractors or any of their employees or agents engage in Serious and Wilful Misconduct, VicForests may at any time suspend the Contractor’s performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result ofServices immediately: (ai) any default by providing verbal notification which shall be confirmed in writing as soon as practicable thereafter, where VicForests acting reasonably requires the urgent suspension of the provision of Services (whether for health and safety reasons or action otherwise) and it is not practicable to provide written notification; (ii) by younotice to the Contractor where such notice shall specify the breach to which the suspension relates. (b) Subject to clause 12.3(a), if within 14 days of receiving the Suspension Notice from VicForests, the Contractor has: (i) failed to remedy the breach to the satisfaction of VicForests (acting reasonably); or (bii) an event where the failure does not permit a remedy, fails to tender fair compensation to VicForests or circumstance which is beyond take such other steps to address the control and failure as are satisfactory to VicForests (acting reasonably) as being appropriate in the circumstances, VicForests may without the fault or negligence prejudice to any other of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other partyits rights either: (aiii) breaches extend the suspension by notice to the Contractor (and to avoid any term under this agreement and doubt, such breach is not able to right of suspension may be remedied;repeated at VicForests discretion); or (biv) breaches any term immediately terminate the appointment of the Contractor under this agreement and such breach is not remedied within 14 days of the Agreement by notice being given to the party to remedy the breach;Contractor. (c) breaches any law relating Following periods of suspension pursuant to the supply of the goods clause 12.1 or services; paragraph (da) becomes insolvent; or above, VicForests may, in its sole and absolute discretion, (e) is convicted of a criminal offence. 9.3 In addition and without prejudice to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our its other rights under this agreementthe Agreement) we must reimburse you reduce the Annual Supply Level for all verifiable: (a) work that Contract Year or in progress; (b) goods the subsequent Contract Year and/or reduce the Monthly Quantity for the current or services supplied or completed; and (c) expenses incurred up subsequent months by the quantity that VicForests estimates has not been hauled due to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition suspension. The Contractor shall have no right to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details claim compensation or any other material fact, is materially incorrectremedy for such reduction. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To Without prejudice to our rights to terminate this Agreement, or any other rights available to us whether under this Agreement or otherwise, and in addition to our rights to suspend the extent permitted by lawprovision of the Services referred to in Clause 7, we may at suspend all or part the Services if: 9.1.1 we reasonably believe you are in breach of any time suspend performance term of this Agreement or any other agreement between us or and you; 9.1.2 we reasonably believe that you are in breach of the AUP; 9.1.3 you fail to make any payment when it becomes due under this Agreement; 9.1.4 we have the right to terminate all or part of this Agreement; 9.1.5 any employee or representative of your obligations under this agreement by giving you notice. When you receive business abuses or threatens us, or a notice member of suspension from us you must our staff; and/or 9.1.6 we are obliged to comply with an order, instruction or request of government, or other competent authority. 9.2 We may need to temporarily suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writingServices for repairs or planned maintenance and upgrades. Where this occurs, we will give you as much notice as it is reasonably possible in the circumstances. We cannot guarantee that the Services will never be faulty. However, we will respond to all reported faults as soon as it is reasonably possible. 9.3 Upon any suspension of your obligations or termination by us under this clause is Agreement, you are responsible for all Charges that would have been payable but for suspension or termination, including without limitation unbilled Charges, any applicable Cancellation Charges and other charges all of which immediately become due and payable. If you have provided details of your debit card or credit card or any other form of payment authority, we may immediately charge these amounts to your debit or credit card, or (as appropriate) deduct such amounts in accordance with the relevant payment authority. 9.4 If we suspend provision of any Services to you under this Agreement, we may or may not as agree (at our sole discretion) when the reason for suspension has been rectified to restore your Services. Before we agree to restore your Services, we will charge you a result ofRe-activation Charge and you shall pay such a Re- activation Charge to us on demand. 9.5 We can end this Agreement immediately upon notifying you by email if: 9.5.1 you breach this Agreement and (aif the breach is capable of being remedied) fail to remedy the breach within ten (10) Business Days of being asked by us in writing to do so; 9.5.2 you are a company and any encumbrancer/reciever/administrative receiver or similar officer is appointed over any of your property or assets, or if you make any voluntary arrangement with your creditors/become subject to an administration order/ have an administrator appointed/ go into liquidation/have a resolution for your winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on you) or if anything analogous to any of these events under the law of any jurisdiction occurs in relation to you or if you cease or threaten to cease to carry on business; 9.5.3 you are an individual and you have a statutory demand or bankruptcy petition issued against you, or have applied for an interim order under the Insolvency Xxx 0000 (as amended from time to time) or a proposal for an individual voluntary arrangement under that legislation, or if you are declared bankrupt, or make a composition or arrangement with (or for) the benefit of any of your creditors; 9.5.4 anything similar to any of the events set out in Clause 9.5.2 or Clause 9.5.3 occurs; 9.5.5 any legal or regulatory change is introduced which affects our ability to offer the Services; 9.5.6 we cease to have (for any reason whatsoever) any default permission, licence or action by youauthorisation necessary for the operation of the Network or the provision of the Services; 9.5.7 in accordance with Section 5.4 of the Code of Practice we have reasonable grounds for suspecting that there is an unacceptable credit risk to us in connection with your account or if you are likely to breach Clause 5.2; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is 9.5.8 a result of the acts or omissions of us or our personnel, and Force Majeure Event continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspensionmore than three (3) months. 9.2 A party may immediately terminate this agreement by notice in writing 9.6 You acknowledge that our ability to provide the other party if the other party: (a) breaches any term under this agreement and such breach Services is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available dependent upon companies who provide services to us. Therefore, we may terminate this agreement by giving 14 days’ notice Agreement, at any time, without liability to you, if any underlying arrangement with other operators or suppliers is terminated for whatever reason. 9.7 seethelight may otherwise terminate this Agreement without notice if it deems, in which case its sole discretion, such termination necessary. We will reimburse you upon such termination of your account under this Clause 9.7 for any days’ Services that you have paid for in advance but cannot use. This is calculated as the number of days between the date of disconnection and the Effective Cancellation Date, provided that your account is not already in arrears. 9.8 You may end the Agreement immediately by giving us notice in writing if: 9.8.1 we commit a material breach this Agreement and (if the breach is capable of being remedied) fail to remedy the breach within ten (10) Business Days of being asked by you in writing to do so; or 9.8.2 any encumbrancer/receiver/administrative receiver or similar officer takes possession of, or is appointed over any of our property or assets, or if we make any voluntary arrangement with our creditors/we become subject to an administration order/ have an administrator appointed/ go into liquidation/have a resolution for our winding-up passed (except for the purpose of amalgamation or reconstruction not involving insolvency where the resulting entity agrees to be bound by or assumes the obligations imposed on the other rights party), or if anything analogous to any of these events, under this agreement) the law of any jurisdiction, occurs in relation to us, or if we must reimburse you cease to carry on business. 9.9 When your Agreement comes to an end for all verifiableany reason: (a) work in progress9.9.1 your connection to our Network will be disconnected; (b) goods or services supplied or completed9.9.2 you will have to pay immediately all Charges outstanding at the time of disconnection and, where we hold your payment details, you agree that we shall be entitled to collect them from your account; and 9.9.3 where seethelight has provided Equipment to you, you will be required to return it to us, in accordance with our instructions, at our cost, in the same condition as when it was provided to you (cexcept for fair wear and tear only) expenses incurred up to within ten (10) Business Days of the date on which the Agreement comes to an end. If you do not return the Equipment to us within ten (10) Business Days of the notice of terminationdate on which the Agreement comes to an end, which are incurred in compliance with this agreement, we will be entitled to assume you have decided to keep it and which cannot be reversed or mitigated by we will charge you applying best effortsfor the Equipment Cost. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to 9.10 Unless you if any information supplied by you relating to have cancelled the purchase orderAgreement under Clause 13, your details or any other material factthe Agreement has been cancelled under Clause 4.6.4, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2Clause 9.6 or Clause 9.8, 9.3 on termination or 9.4cancellation of the Agreement during the Minimum Period, you must cease will pay to us the supply Cancellation Charge, in respect of each line provided by us as part of the goods Services. If a Service line or services other feature is disconnected after one year following the subject of Services Start Date, the purchase order and you must deliver all goods or services in progress or completed as we may requestapplicable Cancellation Charge is waived. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 6.1 To the extent permitted by lawLaw, we may at any time suspend performance of your obligations under this agreement Agreement for any reason by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as for a period of 180 days or earlier if we direct you to resume performance of those obligations by notice in writingwriting (Suspension Period). Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. Where the suspension in clause 6.1 is a result of any action by you in breach of this Agreement, you must take all reasonable steps during the Suspension Period to remediate such action. 9.2 A party 6.2 If we have not given written directions to you to recommence performance of your obligations under this Agreement by the end of the Suspension Period, either Party may immediately terminate this agreement Agreement by giving notice of such termination to the other. 6.3 A Party may immediately terminate this Agreement by notice in writing to the other party Party if the other partyParty: (a) breaches any term under this agreement Agreement and such breach is not able to be remedied; (b) breaches any term under this agreement Agreement and such breach is not remedied within 14 days of notice being given to the party Party to remedy the breach; (c) breaches any law Law relating to the supply of the goods or servicesits obligations under this Agreement; (d) becomes insolventInsolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we 6.4 We may terminate this agreement Agreement for convenience at any time by giving 14 days’ notice to you, in which case (subject to our other rights under this agreementAgreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services Services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreementAgreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we 6.5 We may terminate this agreement Agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase orderPurchase Order, your details or any other material fact, is materially incorrect, and we reasonably believe we would not have entered into this Agreement with you on the same basis had we known the correct information. 9.5 6.6 If this agreement Agreement is terminated pursuant to clauses 9.26.3, 9.3 6.4 or 9.46.5, you must cease the supply of the goods or services Services the subject of the purchase order Purchase Order and if the Agreement is terminated pursuant to clause 6.4, you must deliver all goods or services Services in progress or completed as we may request. 9.6 6.7 Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party Party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 6.1 To the extent permitted by lawLaw, we may at any time suspend performance of your obligations under this agreement Agreement for any reason by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as for a period of 180 days or earlier if we direct you to resume performance of those obligations by notice in writingwriting (Suspension Period). Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. Where the suspension in clause 6.1 is a result of any action by you in breach of this Agreement, you must take all reasonable steps during the Suspension Period to remediate such action. 9.2 A party 6.2 If we have not given written directions to you to recommence performance of your obligations under this Agreement by the end of the Suspension Period, either Party may immediately terminate this agreement Agreement by giving notice of such termination to the other. 6.3 A Party may immediately terminate this Agreement by notice in writing to the other party Party if the other partyParty: (a) breaches any term under this agreement Agreement and such breach is not able to be remedied; (b) breaches any term under this agreement Agreement and such breach is not remedied within 14 days of notice being given to the party Party to remedy the breach; (c) breaches any law Law relating to the supply of the goods or servicesits obligations under this Agreement; (d) becomes insolventInsolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we 6.4 We may terminate this agreement Agreement for convenience at any time by giving 14 days’ notice to you, in which case (subject to our other rights under this agreementAgreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services Services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreementAgreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we 6.5 We may terminate this agreement Agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase orderPurchase Order, your details or any other material fact, is materially incorrect, and we reasonably believe we would not have entered into this Agreement with you on the same basis had we known the correct information. 9.5 6.6 If this agreement Agreement is terminated pursuant to clauses 9.26.3, 9.3 6.4 or 9.46.5, you must cease the supply of the goods or services Services the subject of the purchase order Purchase Order and if the Agreement is terminated pursuant to clause 6.4, you must deliver all goods or services Services in progress or completed as we may request. 9.6 6.7 Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party Party which have accrued prior to termination. Both parties Parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To The agreement may be suspended if SBS are unable to commence, continue or completely perform its obligations hereunder by reason of force majeure including, without limitation, fire, flood, aircraft damage, explosion, electrical failure, strikes, lock-outs, riots, civil commotion or state of national emergency, British Government action or any cause whatsoever (whether or not of similar nature to the extent permitted foregoing which is not within its control provided that notice is promptly given to the Client claiming suspension and stating the event relied upon. If suspension is claimed by lawSBS the Client will not be liable for standard charges set out in the schedule for the period of any such suspension except in the specific cases by the Client of strikes, we lock-outs, or non-payment of invoices, where the standard hours as set out in the schedule will be assumed to have been worked and will be invoiced for accordingly. 9.2 This agreement shall be renewable (and if renewed, the Fee may be revised by agreement between the parties) at any time suspend performance the end of your obligations under the Contract Term for a successive 12 months term unless either party gives written notice of its intention not to renew 90 days before expiration of the current term. 9.3 Termination of this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance under any of the relevant obligations until such time as we direct you provisions hereof shall be without prejudice to resume performance the rights of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not parties hereto, arising prior or as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition Notwithstanding anything herein contained SBS shall be entitled to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you the Client if the Client shall commit or allow to be committed any information supplied breach of any terms of this agreement and shall fail to remedy any such breach within seven days of notice by you relating SBS to the purchase order, your details or any other material fact, is materially incorrectClient requiring remedy of the same. Any charges falling due and payable to SBS at the date of the termination shall be paid by the Client forthwith. 9.5 If SBS may, without prejudice to any of its other rights or remedies, by notice in writing to the Client, immediately terminate this agreement if any action, application or proceeding is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply taken in respect of the goods Client for: 9.5.1 a voluntary arrangement or services composition or reconstruction of its debts; 9.5.2 the subject presentation of an administration petition; 9.5.3 its winding-up or dissolution; 9.5.4 the purchase order and you must deliver all goods appointment of a liquidator, trustee, receiver, administrative receiver or services similar officer; or 9.5.5 any similar action, application or proceeding in progress any jurisdiction to which it is subject, or completed as we may requestit is unable to pay its debts. 9.6 Unless On termination, (a) the Client shall immediately pay to SBS all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, SBS shall submit an invoice, which shall be payable by the Client immediately on receipt; (b) the accrued rights, remedies, obligations and liabilities of SBS as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry; and (c) clauses which expressly stated otherwise, or by implication have effect after termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor shall continue in full force and not our agent or employeeeffect.

Suspension and Termination. 9.1 To (a) Subject to clause 14.3(a), where the extent permitted by lawContractor or any of its employees, we agents or Sub- Contractors or any of their employees or agents engage in Serious and Wilful Misconduct, VicForests may at any time suspend the Contractor’s performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result ofServices immediately: (ai) any default by providing verbal notification which shall be confirmed in writing as soon as practicable thereafter, where VicForests acting reasonably requires the urgent suspension of the provision of Services (whether for health and safety reasons or action otherwise) and it is not practicable to provide written notification; (ii) by younotice to the Contractor where such notice shall specify the breach to which the suspension relates. (b) Subject to clause 14.3(a), if within 14 days of receiving the Suspension Notice from VicForests, the Contractor has: (i) failed to remedy the breach to the satisfaction of VicForests (acting reasonably); or (bii) an event where the failure does not permit a remedy, fails to tender fair compensation to VicForests or circumstance which is beyond take such other steps to address the control and failure as are satisfactory to VicForests (acting reasonably) as being appropriate in the circumstances, VicForests may without the fault or negligence prejudice to any other of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other partyits rights either: (aiii) breaches extend the suspension by notice to the Contractor (and to avoid any term under this agreement and doubt, such breach is not able to right of suspension may be remedied;repeated at VicForests discretion); or (biv) breaches any term immediately terminate the appointment of the Contractor under this agreement and such breach is not remedied within 14 days of the Agreement by notice being given to the party to remedy the breach;Contractor. (c) breaches any law relating Following periods of suspension pursuant to the supply of the goods clause 14.1 or services; paragraph (da) becomes insolvent; or above, VicForests may, in its sole and absolute discretion, (e) is convicted of a criminal offence. 9.3 In addition and without prejudice to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our its other rights under this agreementthe Agreement) we must reimburse you reduce the Annual Supply Level for all verifiable: (a) work that Contract Year or in progress; (b) goods the subsequent Contract Year and/or reduce the Monthly Quantity for the current or services supplied or completed; and (c) expenses incurred up subsequent months by the quantity that VicForests estimates has not been harvested due to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition suspension. The Contractor shall have no right to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details claim compensation or any other material fact, is materially incorrectremedy for such reduction. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To A. In the extent permitted by lawevent X. XXXXXX HOMES materially fails to comply with any terms of this Agreement, we including the timely completion of activities as described in the timetable and/or contained in ARTICLE II.C, Augusta may at withhold cash payments until X. XXXXXX HOMES cures any time suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance breach of the relevant obligations until such time as we direct you Agreement. If X. XXXXXX HOMES fails to resume performance cure the breach, Augusta may suspend or terminate the current award of those obligations by notice in writingfunds. Where the suspension of your obligations by us under this clause is X. XXXXXX HOMES will not be eligible to receive any other funding. B. Damages sustained as a result of:of any breach of this Agreement. In addition, to any other remedies it may have at law or equity, HCD may withhold any payments to X. XXXXXX HOMES for the purposes of offsetting the exact amount of damages once determined. (a) any default or action by you; or (b) an event or circumstance which is beyond C. Notwithstanding the control and without the fault or negligence above, X. XXXXXX HOMES shall not be relieved of us and which by the exercise of reasonable diligence we are unable its liability to prevent (excluding any shortage of labour or materials), but is Augusta for damages sustained as a result of the acts any breach of this Agreement. In addition, to any other remedies it may have at law or omissions of us or our personnelequity, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim Augusta may withhold any payments to X. XXXXXX HOMES for the direct, verifiable and reasonable costs incurred by you as a consequence purposes of offsetting the exact amount of damages once determined. D. In the best interest of the suspension. 9.2 A project and to better serve the people in the target areas either party may immediately terminate this agreement by Agreement upon giving thirty (30) day notice in writing of its intent to terminate, stating its reasons for doing so. In the other party if the other party: (a) breaches any term under event Augusta terminates this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to usAgreement, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you Augusta shall pay X. XXXXXX HOMES for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses documented committed eligible costs incurred up prior to the date of the notice of termination. E. Notwithstanding any termination or suspension of this Agreement, which are incurred in compliance with this agreement, and which canX. XXXXXX HOMES shall not be reversed relieved of any duties or mitigated by you applying best effortsobligations imposed on it under this Agreement with respect to CDBG funds previously disbursed or income derived therefrom. 9.4 In addition to clauses 9.2 and 9.3 we F. To the extent that it does not alter the scope of this Agreement, Augusta, GA may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply unilaterally order a temporary stopping of the goods work or services the subject delaying of the purchase order and you must deliver all goods or services in progress or completed as we may requestwork to be performed by X. XXXXXX HOMES under this contract. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To 10.1. We may suspend your permission to use the extent permitted by lawPlatform or block any IP Address, we may at without notice upon any time suspend performance material or persistent violation of these Terms, if required to avoid harm to Mend or any third party, upon your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you failure to resume performance of those obligations by pay any fees when due (subject to prior written notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materialssuch case), but is a result upon the request of the acts law enforcement or omissions of us government agencies, or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred engagement by you as a consequence of the suspensionin fraudulent or illegal activities. 9.2 A party 10.2. We may immediately further terminate this agreement by notice in writing your use of and access to the other party if the other party: (a) breaches any term under this agreement Platform and such your Account for material breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to youthese Terms, in which case we will not refund any fees you may have paid for access to the Platform (if applicable). Upon any termination, (i) all rights granted to you under these Terms, including the license in Section 3, shall terminate, (ii) you must immediately uninstall, permanently delete or remove from all computer equipment, servers, software and premises in your possession or control, and destroy or return to us all copies of, any of the documentation, data, our software/servers and associated databases, software media and downloaded files copies and refrain from invoking/using the Mend Cloud APIs/endpoints belonging to us as and to the extent used in the provision of the Platform and upon our request, you shall certify in writing that this has been completed, and (iii) (for SaaS-based subscription) we will delete your Account, disable your passwords and will bar you from further use of the Platform. You agree that we will have no liability to you or any third party for termination of your Account or access to the Platform. Upon your written request, we may provide you with limited access to your Account for 30 additional days following termination to allow you to download your data from the Platform. Any data contained in your Account thereafter shall be deleted. Any outstanding balance through the date of termination and other unpaid fees will become immediately due and payable in full (subject to Section 10.3. below). 10.3. You may terminate these Terms in case of our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up material breach of these Terms by providing us with a 30-day prior written notice to the date allow us to cure any such material breach. In case of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated termination by you applying best efforts. 9.4 In addition pursuant to clauses 9.2 and 9.3 this Section 10.3, we may terminate this agreement with immediate effect by notice in writing shall refund to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrectall prepaid amounts on a pro-rata basis. Except as specified in this Section 10.3. all fees are non-refundable. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 (a) To the extent permitted by law, we the Company may at any time and for any reason, suspend performance of your obligations under this agreement Agreement by giving you the Supplier notice. When you receive If the Supplier receives a notice of suspension from us you the Company, the Supplier must immediately suspend performance of the relevant obligations until such time as we direct you the Company directs the Supplier to resume performance of those obligations by notice in writing. Where the suspension The Supplier will be entitled to payment of your obligations any additional direct costs which are unavoidably incurred as evidenced by us under this clause is not supporting documents as a result of: (a) any of the suspension, provided that the suspension was not necessary because of an act, default or action by you; oromission of the Supplier. (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party The Company may immediately terminate this agreement Agreement by notice in writing to the other party if the other partySupplier if: (ai) breaches the Supplier becomes insolvent, bankrupt or is convicted of a criminal offence; (ii) the Supplier or its Personnel breach any term obligation under this agreement and such breach Agreement which is not unable to be remedied or, if it is able to be remedied; (b) breaches any term under this agreement and such breach , is not remedied within 14 days of the Company giving the Supplier notice being given to do so; or (iii) in the Company’s reasonable opinion, the Supplier or its Personnel have engaged in any unsafe work practices, in which case the Company will not be obliged to make any payment to the party Supplier, and if the Company does not exercise its rights under clause 14(g) to remedy enforce a Security Interest, any payment already made to the breach;Supplier under this Agreement must be immediately repaid to the Company in full. (c) breaches The Supplier may terminate this Agreement if: (i) the Company does not pay the Supplier any law relating undisputed money due and owing to it under this Agreement; and (ii) the supply Company does not pay that money within a further period of 20 business days after the goods or services;Supplier serves written notice on the Company requiring payment. (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other termination rights that the Company has, the Company may cancel or terminate this Agreement at any time and in its sole discretion. If the Agreement is cancelled or terminated by the Company in accordance with this clause 9(d), subject to any rights of termination available set off or deduction which the Company may have, the Company’s only obligation will be to us, we may terminate pay the Supplier for the direct costs and liabilities which have been unavoidably incurred by the Supplier as a result of compliance with this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up Agreement prior to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated termination (as evidenced by you applying best effortssupporting documentation). 9.4 In addition (e) If this Agreement is terminated under clause 9(b) or 9(c), the respective rights and liabilities of the parties will be the same as they would be at common law if the defaulting party had wrongfully repudiated this Agreement and the other party elected to clauses 9.2 treat this Agreement as at an end and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrectrecover damages. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 (f) Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To the extent permitted by law, we may at any time immediately suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must immediately suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default fault, negligence, breach or action or omission of or by youyou or your personnel; or (b) an event or circumstance which is beyond the control and without the our reasonable control, but directly results from a fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnelhave committed, and the suspension continues for a cumulative and uninterrupted period of at least 7 days, we will reimburse you within a reasonable time of from receipt by us of a your detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence direct result of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under or condition of this agreement and such breach is agreement, or any obligation thereunder that cannot able to be remedied; (b) breaches any term under or condition of this agreement agreement, or any obligation thereunder, and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or servicesservices or their supply, including, as applicable, their delivery, performance and completion; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ days notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods delivered or in process of delivery or services supplied performed or completed or in process of being performed or completed, to the extent they are not defective goods or defective services; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying or your personnel, after having applied your and your personnel’s best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, fact is materially incorrect, inaccurate, false or incomplete. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must immediately cease the supply of the goods or services and should we request you to do so and to the subject extent of the purchase order and our request, you must deliver provide us with all goods or services then in progress or completed as we may requestapplicable, ready for delivery, delivered, performed or completed. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior and up to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To 18.1 If the extent permitted by law, we may at Customer fails to pay the Total Charges within twenty-one (21) days of the receipt of a written reminder for payment or fails to observe and perform any time suspend performance of your its material obligations under this agreement the Conditions (or if Axians is otherwise entitled to suspend the provision of any of the Product(s) or Services and/or terminate the Agreement, any Statement of Work and/or an Accepted Purchase Order), Axians shall be entitled to (in its entire discretion), by giving you notice. When you receive a written notice to the Customer and without prejudice to any of suspension from us you must its other rights and remedies, to immediately restrict or suspend performance the provision of the relevant obligations Product(s) and/or Services until such time as we direct you either: (i) the Total Charges (or such relevant portion thereof), together with any interest payable thereon, have been received in clear funds by Axians; or (ii) where suspension was a result of a material breach on the part of the Customer of its obligations under the Conditions, the Customer has remedied such breach to resume performance the reasonable satisfaction of those Axians. 18.2 Either Party (in this Clause 18 the "Terminating Party") may terminate immediately on written notice to the other Party (in this Clause 18 the "Other Party") the Agreement and all and any Statement(s) of Work and/or Accepted Purchase Order(s) at that time in effect if the Other Party becomes subject to an Insolvency Event. The Customer shall be liable to pay all Total Charges up until the day of termination in the event of it exercising its right to terminate under this Clause 18.2. 18.3 A Statement of Work or an Accepted Purchase Order (or affected part thereof) may be terminated forthwith by the Terminating Party if the Other Party commits a material breach thereunder and the Other Party fails to remedy the same within thirty (30) days of receiving written notice from the Terminating Party giving particulars of the breach (provided always that such material breach is capable of remedy within thirty (30) days, otherwise the Other Party shall be required to have put into place such steps as are appropriate to remedy the material breach to the Terminating Party’s reasonable satisfaction). 18.4 The termination of any Statement(s) of Work or Accepted Purchase Order(s) (or affected part(s) thereof) in accordance with Clause 18.3 shall not cause the termination or cessation of the Agreement or any other Statements of Work or Accepted Purchase Orders (or any part thereof or the obligations of either Party thereunder) which are in effect on such date the relevant written notice of termination is provided for the affected Statement(s) of Work and/or Accepted Purchase Order(s). Accordingly, the Agreement and such other Statement(s) of Work and/or Accepted Purchase Order(s) shall remain in full force in accordance with its/their terms. 18.5 Either Party may terminate the Agreement by giving to the other not less than ninety (90) days’ notice in writing, such notice to take effect no earlier than twelve (12) Months following the Effective Date. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result The termination of the acts Agreement in accordance with this Clause 18.5 shall not cause the termination or omissions cessation of us any Statements of Work or our personnelAccepted Purchase Orders (or any part thereof or the obligations of either Party thereunder) in effect on such date the relevant written notice is provided, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for nor on the direct, verifiable and reasonable costs incurred by you as a consequence date of the suspensionexpiration of the relevant written notice. Accordingly, all Statements of Work and/or Accepted Purchase Orders shall remain in force in accordance with its/their relevant terms. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to 18.6 Any termination shall be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of termination available either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to us, we may come into or continue in force on or after such termination. 18.7 Axians shall be entitled to terminate this agreement by giving 14 days’ immediately on written notice to youthe Customer the Agreement and all and any Statement of Work(s) or Accepted Purchase Order(s) at that time in effect at any time if: 18.7.1 there is a change in the Control of the Customer which results in the Customer being Controlled by a person or persons whom Axians considers, in its reasonable opinion, to be a direct competitor; or 18.7.2 at any time there is a change in the Control of the Customer which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: results in the Customer being Controlled by a person or persons whom Axians has, acting reasonably, demonstrable concerns regarding their financial standing, provided that: (a) work Axians has requested reasonable assurances from the Customer as to its continued ability to perform its obligations under the Agreement, Statement(s) of Work and/or Accepted Purchase Order(s) following the change in progress; Control (the “Financial Standing Assurances”); and (b) goods either the Customer has failed to provide such Financial Standing Assurances within a reasonable period or services supplied or completed; and (c) expenses incurred up to the date of the notice of terminationAxians, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material factacting reasonably, is materially incorrectnot satisfied with the Financial Standing Assurances provided by the Customer. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To the extent permitted by law, we may at any time immediately suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must immediately suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default fault, negligence, breach or action or omission of or by youyou or your personnel; or (b) an event or circumstance which is beyond the control and without the our reasonable control, but directly results from a fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnelhave committed, and the suspension continues for a cumulative and uninterrupted period of at least 7 days, we will reimburse you within a reasonable time of from receipt by us of a your detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence direct result of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under or condition of this agreement and such breach is agreement, or any obligation thereunder that cannot able to be remediedberemedied; (b) breaches any term under or condition of this agreement agreement, or any obligation thereunder, and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or servicesservices or their supply, including, as applicable, their delivery, performance and completion; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ days notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods delivered or in process of delivery or services supplied performed or completed or in process of being performed or completed, to the extent they are not defective goods or defective services; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying or your personnel, after having applied your and your personnel’s best efforts. We will not be liable to compensate you for any other costs or losses arising out of or in connection with the termination of this agreement, whether pursuant to article 2129 of the Civil Code of Quebec or otherwise. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, fact is materially incorrect, inaccurate, false or incomplete. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must immediately cease the supply of the goods or services and should we request you to do so and to the subject extent of the purchase order and our request, you must deliver provide us with all goods or services then in progress or completed as we may requestapplicable, ready for delivery, delivered, performed or completed. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior and up to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To 18.1 You may terminate this Agreement for any reason by providing 30 days prior written notice to us (Notice Period). During the extent permitted by lawNotice Period you must authorise and ensure the payment of any Adjustments or Fees. Any Processed Payments made during the Notice Period may be subject to additional administration processing fees, inclusive of your usual Subscription Fee (if relevant). 18.2 You acknowledge and agree that we may at suspend your access to the Services and/or immediately terminate this Agreement if: (a) your Direct Debit authority is cancelled or withdrawn; (b) any time suspend performance of the following occurs without our prior written consent: (i) a change in control of your Business; (ii) a change in your Business activities; (iii) a change in the type of goods or services you provide; or (iv) a change to your domain name or any material aspects of your website, (c) the Payment Processor terminates your access to any of the Services; (d) Adjustments are unable to be debited from the Settlement Account for any reason; (e) Fees are unable to be debited from your Account for any reason; (f) you go into liquidation, take, permit or suffer a step toward going into liquidation, or we reasonably suspect you may do so or we have reasonable concerns about your credit worthiness; (g) we are required to do so under the terms of the Payment Processing Agreement or any other agreement we have with the Third-Party Beneficiaries; (h) the Payment Processing Agreement or any other agreement we have with the Third-Party Beneficiaries is terminated and no substitute arrangements are in place; (i) you have materially breached any of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnelAgreement, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party fail to remedy the breach; breach (cincluding non-payment of any Fees) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.within five

Suspension and Termination. 9.1 6.1 To the extent permitted by law, we may at any time suspend performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 6.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 6.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 6.4 In addition to clauses 9.2 6.2 and 9.3 6.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 6.5 If this agreement is terminated pursuant to clauses 9.26.2, 9.3 6.3 or 9.46.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 6.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To Beacon may restrict, suspend or terminate some or all of the extent permitted Broadband Services or terminate this Agreement as it applies to the Broadband Services if the Customer fails to pay any amounts due under this Agreement for the Broadband Services, or if Beacon determines, in its sole discretion, that the Customer is an unacceptable credit risk, provided that Beacon gives 5 days advance notice to the Customer, and, despite any other provision in this Agreement, Beacon may immediately restrict, suspend or terminate some or all of the Broadband Service with- out notice to the Customer: a) to prevent damage or degradation to Beacon’s network or any Service Components that may be caused by the Customer or any person using the Broadband Services; b) to comply with any law, we regulation, court order or other governmental request or order; c) for a violation (as deemed by Beacon in its sole discretion) or any provisions of this Agreement relating to the use or misuse of the Broadband Services by the Customer, including any policies or instructions communi- cated to the Customer by Beacon; or d) to protect Beacon from legal liability or from other acts or omissions of the Customer that may be deemed, in Beacon’s sole discretion, to be illegal. In addition to Beacon’s rights above, either Beacon or the Customer may terminate this Agreement as it applies to the Broadband Services and the Broadband Services by giving notice to the other if the other: e) is in material default of any provision of this Agreement as it applies to the Beacon Services, and does not remedy that default within 30 days after receiving notice of the material default; f) becomes insolvent or bankrupt; g) appoints, or has appointed for it, a receiver or trustee in bankruptcy; h) makes an assignment or takes any other action for the benefit of its creditors; i) has instituted against it any proceeding in bankruptcy, receivership or liquidation, and such proceedings con- tinue for 30 days without being dismissed; or j) is wound up or dissolved. The Customer may terminate some or all of the Broadband Services or this Agreement as it applies to the Broadband Services at any time suspend performance of your obligations under this agreement by giving you noticeat least 30 days advanced notice to Beacon, and provided that it pays the required termination charges. When you receive a notice of suspension from us you must suspend performance If any Broadband Services or this Agreement as it applies to the Broadband services are terminated prior to the end of the relevant obligations until such time Minimum Term by either the Customer or Beacon, for any reason, the Customer shall pay Beacon all unpaid charges and, except for termination because of the material default of Beacon, the customer shall also pay the termination charges specified in the Service Terms and Conditions, as we direct you to resume performance liquidated damages. The Cus- tomer acknowledges that the termination charges and a pre-estimate of those obligations the damages suffered by notice in writing. Where the suspension of your obligations by us under this clause is not Beacon as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence early termination of the suspension. 9.2 A party may immediately terminate Broadband Services or this agreement by notice in writing Agreement as it applies to the other party if the other party: (a) breaches any term under this agreement Broadband Serv- ices and such breach is are not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offencepenalty. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To a) Suspension We have the extent permitted right to suspend your access to the Service, and the associated data, if we become aware or reasonably suspect that you are in breach of this Agreement. There is no time limit between the defective behaviour and the suspension. This right of suspension does not require any or comprehensive reasoning and, in extreme circumstances, can be done without prior notification. We may in our absolute discretion inform you of our reasons for doing so after the implementation of the suspension (but we may not do so unless obliged by law, we may at any time suspend performance of ). You must continue to comply with your obligations under this agreement Agreement during any such suspension. If you feel you have been unjustifiably suspended, you may contact us at XXX.Xxxxxxxx@xxx.xxxxxxxxx.xxx. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Service. The reinstatement fee must be paid before the Service can be restored. b) Termination or cancellation for convenience Upstream may terminate this Agreement with you and your access to the Services with or without cause at any time by giving you notice(or any Administrative User with respect to your account) 30 calendar days’ written notice (which notice may be given by email). When you receive a notice of suspension from us If Upstream exercises this right: (i) you must suspend performance of pay Upstream all outstanding subscription fees (including with respect to the relevant obligations until such time as we direct you to resume performance of those obligations by notice month in writing. Where which the suspension of your obligations by us under this clause Agreement is not as a result of: (aterminated) and any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred other amounts payable by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which that have accrued prior to termination; and (ii) you will not be liable to pay further subscription fees with respect to the terminated account. c) Termination for breach Either party may at any time temporarily suspend or immediately terminate the execution of this Agreement (and your access to the Services) if: (i) that party is faced with a breach to one or more essential obligations of this Agreement that is attributable to the other party; or (ii) the other party becomes or is declared insolvent in the meaning of the applicable law, becomes the subject of an involuntary or voluntary bankruptcy or similar proceeding, or assigns all or substantially all of its assets for the benefit of creditors. Both parties acknowledge A prior written notification (which may be via registered letter) is required for a party to suspend or terminate the Agreement under this clause, which grants the other party a reasonable timeframe to comply with its obligations and remedy the breach if this is still useful (except where, Upstream must suspend or terminate immediately due to the nature of the breach). The termination shall be without prejudice to the other rights of the party to terminate the Agreement, including the right to claim compensation for the damages suffered as a result of breach of any obligations. No refunds or partly refunds will be given in respect of any fees paid to us in advance, unless we are in material breach of the Agreement as determined by a court of competent jurisdiction. In that you are our contractor and not our agent or employeecase, the Company may be entitled to receive a refund of any part of the fees paid to us in respect of the period following the date of termination, calculated pro-rata on a daily basis.

Suspension and Termination. 9.1 To a) Suspension We have the extent permitted right to suspend your access to the Service, and the associated data, if we become aware or reasonably suspect that you are in breach of this Agreement. There is no time limit between the defective behaviour and the suspension. This right of suspension does not require any or comprehensive reasoning and, in extreme circumstances, can be done without prior notification. We may in our absolute discretion inform you of our reasons for doing so after the implementation of the suspension (but we may not do so unless obliged by law, we may at any time suspend performance of ). You must continue to comply with your obligations under this agreement Agreement during any such suspension. If you feel you have been unjustifiably suspended, you may contact us at shm-fbau- xxx.xxxxxxxx@xxxxxxxx.xxx. Fees may continue to accrue during a suspension, and we may charge you a reinstatement fee following any suspension of your Service. The reinstatement fee must be paid before the Service can be restored. b) Termination or cancellation for convenience Upstream may terminate this Agreement with you and your access to the Services with or without cause at any time by giving you notice(or any Administrative User with respect to your account) 30 calendar days’ written notice (which notice may be given by email). When you receive a notice of suspension from us If Upstream exercises this right: (i) you must suspend performance of pay Upstream all outstanding subscription fees (including with respect to the relevant obligations until such time as we direct you to resume performance of those obligations by notice month in writing. Where which the suspension of your obligations by us under this clause Agreement is not as a result of: (aterminated) and any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred other amounts payable by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other party: (a) breaches any term under this agreement and such breach is not able to be remedied; (b) breaches any term under this agreement and such breach is not remedied within 14 days of notice being given to the party to remedy the breach; (c) breaches any law relating to the supply of the goods or services; (d) becomes insolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our other rights under this agreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details or any other material fact, is materially incorrect. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which that have accrued prior to termination; and (ii) you will not be liable to pay further subscription fees with respect to the terminated account. c) Termination for breach Either party may at any time temporarily suspend or immediately terminate the execution of this Agreement (and your access to the Services) if: (i) that party is faced with a breach to one or more essential obligations of this Agreement that is attributable to the other party; or (ii) the other party becomes or is declared insolvent in the meaning of the applicable law, becomes the subject of an involuntary or voluntary bankruptcy or similar proceeding, or assigns all or substantially all of its assets for the benefit of creditors. Both parties acknowledge A prior written notification (which may be via registered letter) is required for a party to suspend or terminate the Agreement under this clause, which grants the other party a reasonable timeframe to comply with its obligations and remedy the breach if this is still useful (except where, Upstream must suspend or terminate immediately due to the nature of the breach). The termination shall be without prejudice to the other rights of the party to terminate the Agreement, including the right to claim compensation for the damages suffered as a result of breach of any obligations. No refunds or partly refunds will be given in respect of any fees paid to us in advance, unless we are in material breach of the Agreement as determined by a court of competent jurisdiction. In that you are our contractor and not our agent or employeecase, the Company may be entitled to receive a refund of any part of the fees paid to us in respect of the period following the date of termination, calculated pro-rata on a daily basis.

Suspension and Termination. 9.1 To the extent permitted by lawLaw, we may at any time suspend performance of your obligations under this agreement Agreement for any reason, by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as for a period of 180 days or earlier if we direct you to resume performance of those obligations by notice in writingwriting (Suspension Period). Where the suspension of your obligations by us under this clause is not as a result of: (a) any default or action by you; or (b) an event or circumstance which is beyond the control and without the fault or negligence of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. Where the suspension in clause 9.1 is a result of any action by you in breach of this Agreement, you must take all reasonable steps during the Suspension Period to remediate such action. 9.2 A party If we have not given written directions to you to recommence performance of your obligations under this Agreement by the end of the Suspension Period, either Party may immediately terminate this agreement Agreement by giving notice of such termination to the other. 9.3 A Party may immediately terminate this Agreement by notice in writing to the other party Party if the other partyParty: (a) breaches any term under this agreement Agreement and such breach is not able to be remedied; (b) breaches any term under this agreement Agreement and such breach is not remedied within 14 days of notice being given to the party Party to remedy the breach; (c) breaches any law Law relating to the supply of the goods or servicesits obligations under this Agreement; (d) becomes insolventInsolvent; or (e) is convicted of a criminal offence. 9.3 In addition to any other rights of termination available to us, we 9.4 We may terminate this agreement Agreement for convenience at any time by giving 14 days’ notice to you, in which case (subject to our other rights under this agreementAgreement) we must reimburse you for all verifiable: (a) work in progress; (b) goods or services Goods and Services supplied or completed; and (c) expenses incurred up to the date of the notice of termination, which are incurred in compliance with this agreementAgreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition to clauses 9.2 and 9.3 we 9.5 We may terminate this agreement Agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase orderPurchase Order, your details details, or any other material fact, is materially incorrect, and we reasonably believe we would not have entered into this Agreement with you on the same basis had we known the correct information. 9.5 9.6 If this agreement Agreement is terminated pursuant to clauses 9.29.4, 9.3 9.5 or 9.49.6, you must cease the supply of the goods or services Goods and Services the subject of the purchase order Purchase Order and if the Agreement is terminated pursuant to clause 9.5, you must deliver all goods or services Goods and Services in progress or completed as we may request. 9.6 9.7 Unless expressly stated otherwise, termination of this agreement Agreement for any reason does not affect the rights or obligations of a party Party which have accrued prior to termination. Both parties Parties acknowledge that you are our contractor and not our agent or employee.

Suspension and Termination. 9.1 To (a) Subject to clause 14.3(a), where the extent permitted by lawContractor or any of its employees, we agents or Sub- Contractors or any of their employees or agents engage in Serious and Wilful Misconduct, VicForests may at any time suspend the Contractor’s performance of your obligations under this agreement by giving you notice. When you receive a notice of suspension from us you must suspend performance of the relevant obligations until such time as we direct you to resume performance of those obligations by notice in writing. Where the suspension of your obligations by us under this clause is not as a result ofServices immediately: (ai) any default by providing verbal notification which shall be confirmed in writing as soon as practicable thereafter, where XxxXxxxxxx acting reasonably requires the urgent suspension of the provision of Services (whether for health and safety reasons or action otherwise) and it is not practicable to provide written notification; (ii) by younotice to the Contractor where such notice shall specify the breach to which the suspension relates. (b) Subject to clause 14.3(a), if within 14 days of receiving the Suspension Notice from VicForests, the Contractor has: (i) failed to remedy the breach to the satisfaction of VicForests (acting reasonably); or (bii) an event where the failure does not permit a remedy, fails to tender fair compensation to VicForests or circumstance which is beyond take such other steps to address the control and failure as are satisfactory to VicForests (acting reasonably) as being appropriate in the circumstances, VicForests may without the fault or negligence prejudice to any other of us and which by the exercise of reasonable diligence we are unable to prevent (excluding any shortage of labour or materials), but is a result of the acts or omissions of us or our personnel, and continues for a cumulative period of 7 days, we will reimburse you within a reasonable time of receipt by us of a detailed breakdown of your claim for the direct, verifiable and reasonable costs incurred by you as a consequence of the suspension. 9.2 A party may immediately terminate this agreement by notice in writing to the other party if the other partyits rights either: (aiii) breaches extend the suspension by notice to the Contractor (and to avoid any term under this agreement and doubt, such breach is not able to right of suspension may be remedied;repeated at VicForests discretion); or (biv) breaches any term immediately terminate the appointment of the Contractor under this agreement and such breach is not remedied within 14 days of the Agreement by notice being given to the party to remedy the breach;Contractor. (c) breaches any law relating Following periods of suspension pursuant to the supply of the goods clause 14.1 or services; paragraph (da) becomes insolvent; or above, VicForests may, in its sole and absolute discretion, (e) is convicted of a criminal offence. 9.3 In addition and without prejudice to any other rights of termination available to us, we may terminate this agreement by giving 14 days’ notice to you, in which case (subject to our its other rights under this agreementthe Agreement) we must reimburse you reduce the Annual Supply Level for all verifiable: (a) work that Contract Year or in progress; (b) goods the subsequent Contract Year and/or reduce the Monthly Quantity for the current or services supplied or completed; and (c) expenses incurred up subsequent months by the quantity that VicForests estimates has not been harvested due to the date of the notice of termination, which are incurred in compliance with this agreement, and which cannot be reversed or mitigated by you applying best efforts. 9.4 In addition suspension. The Contractor shall have no right to clauses 9.2 and 9.3 we may terminate this agreement with immediate effect by notice in writing to you if any information supplied by you relating to the purchase order, your details claim compensation or any other material fact, is materially incorrectremedy for such reduction. 9.5 If this agreement is terminated pursuant to clauses 9.2, 9.3 or 9.4, you must cease the supply of the goods or services the subject of the purchase order and you must deliver all goods or services in progress or completed as we may request. 9.6 Unless expressly stated otherwise, termination of this agreement for any reason does not affect the rights or obligations of a party which have accrued prior to termination. Both parties acknowledge that you are our contractor and not our agent or employee.