Common use of TERM AND TERMINATION, REMEDIES FOR BREACH Clause in Contracts

TERM AND TERMINATION, REMEDIES FOR BREACH. 17.1 This Agreement shall commence on and become effective on the Effective Date provided that it has been lawfully executed by all Parties and will expire after a term of ten (10) years, i.e. on [31 May 2024] (the “Term”). In respect of any part(s) of the Services which have been performed before the Effective Date, the Parties agree that the performance of those part(s) shall be deemed to have been performed during the Term and governed by the terms of this Agreement. 17.2 After the expiration of the Term, this Agreement shall be automatically renewed for consecutive one (1) year periods, unless a Party gives written notice to the other Party with at least three (3) years prior to the expiration of the initial Term or any consecutive renewal period. 17.3 Unless explicitly allowed or stated otherwise in this Agreement, each Party hereby waives its right to rescind (‘vernietigen’) or dissolve (‘ontbinden’) this Agreement in whole or in part, except in the event of fraud (‘bedrog’). 17.4 Notwithstanding Section 17.1, either Party (“Non-Defaulting Party”) may terminate this Agreement before expiry of the Term with immediate effect upon written notice to the other Party (“Defaulting Party”) if: 17.4.1 the Defaulting Party committed a Material Breach of its obligations under this Agreement and, if the breach is capable of remedy, fails to remedy it during the period of thirty (30) calendar days starting on the date of receipt of notice from the Non-Defaulting Party identifying the breach and requiring it to be remedied; 17.4.2 the Defaulting Party is deemed unable to pay its debts, meaning that the Defaulting Party receives suspension of payment or, whether voluntarily or involuntarily, is declared bankrupt or if such Party becomes permanently unable to perform its obligations hereunder for reasons other than suspension of payment or bankruptcy, such as, for example, liquidation, dissolution or winding-up.

TERM AND TERMINATION, REMEDIES FOR BREACH. 17.1 This (a) The term of this Agreement shall commence on and become effective on the Effective Date provided that it has been lawfully executed by all Parties (defined below) and will expire after shall continue for a period of twenty-four (24) months thereafter (the ‘Initial Term’), unless terminated earlier in accordance with the provisions hereof. After the Initial Term, the term of ten this Agreement shall automatically renew for additional consecutive periods of one (101) yearsyear each, i.e. on [31 May 2024] unless either party gives the other party prior written notice of its intention not to renew this Agreement within thirty (30) days prior to the end of the Initial Term or any renewal term thereafter. (b) PON will have the right to immediately terminate this Agreement upon written notice to Customer (i) if Customer violates or breaches any of the terms set forth in paragraph 2 above (the “Term”‘Restrictions’), or (ii) if required by one or more of the Labels. (c) Either party will have the right to terminate this Agreement if the other party: (i) breaches any material term or condition of this Agreement (other than the Restrictions) and fails to cure such breach within thirty (30) days after written notice; or (ii) becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, or an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such involuntary petition or proceeding is not dismissed within sixty (60) days of filing. (d) Either party shall the right to terminate this Agreement upon 30 days written notice to the other party. In respect the event the Customer terminates the Agreement prior to the end of the Term, the Customer agrees to pay PON a twenty five percent (25%) quantity adjustment fee of the total remaining valued balance due for the entire Term of the Agreement. (e) In the event of a breach by Customer of any part(s) of the Services which terms or conditions of this Agreement, PON shall have the right to: (i) require Customer to return any and all Products then held by Customer to PON within thirty (30) days after written notice to Customer, all at the sole expense of Customer, and if Customer fails to return such Products within that period, PON may enforce all of the rights it may be entitled to under law or equity for the purpose of verifying that such Products have been performed before removed or returned to PON; and/or (ii) terminate this Agreement without affecting any of the Effective Date, rights accrued up to the Parties agree that date of such termination and without prejudice to the performance rights of those part(s) shall be deemed PON to have been performed during the Term and governed by enforce any of the terms of this Agreement; and without prejudice to the rights of PON to seek any legal action, including provisional or injunctive relief, necessary to enforce its rights herein. 17.2 After the expiration of the Term, this Agreement shall be automatically renewed for consecutive one (1f) year periods, unless a Party gives written notice to the Notwithstanding any other Party with at least three (3) years prior to the expiration of the initial Term or any consecutive renewal period. 17.3 Unless explicitly allowed or stated otherwise provision in this Agreement, each Party hereby waives its if PON has entered into a Distribution and Promotion Agreement (the ‘Distribution Agreement’) with a third party distributor (the ‘Distributor’) that relates to the sale of the PON Service to Customer, then PON shall have the right to rescind (‘vernietigen’) or dissolve (‘ontbinden’) this Agreement in whole or in part, except in the event of fraud (‘bedrog’). 17.4 Notwithstanding Section 17.1, either Party (“Non-Defaulting Party”) may terminate this Agreement before expiry of the Term with immediate effect upon written notice to Customer upon the other Party (“Defaulting Party”) if: 17.4.1 termination of the Defaulting Party committed a Material Breach of its obligations under this Agreement and, Distribution Agreement. References herein to the Distributor shall be applicable only if PON has entered into the breach is capable of remedy, fails to remedy it during the period of thirty (30) calendar days starting on the date of receipt of notice from the Non-Defaulting Party identifying the breach and requiring it to be remedied; 17.4.2 the Defaulting Party is deemed unable to pay its debts, meaning that the Defaulting Party receives suspension of payment or, whether voluntarily or involuntarily, is declared bankrupt or if such Party becomes permanently unable to perform its obligations hereunder for reasons other than suspension of payment or bankruptcy, such as, for example, liquidation, dissolution or winding-upDistribution Agreement.