Common use of Term and Termination Clause in Contracts

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall be effective as of the Effective Date remain in effect for a term of one (1) year. This Agreement will renew year after the Effective Date (the “Initial Term”), and shall be automatically at the end of the initial term renewed for successive one (1) year renewal terms unless periods (“Renewal Term(s)”). b. This Agreement may be terminated by any of following (1) In the event of a material breach of this Agreement by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). In the event such breach is delivered not cured within ten (10) days after service of the Default Notice, this Agreement shall automatically terminate at the election of the nondefaulting party upon the giving of a written notice of termination to the breaching party unless prior to that time the breaching party gives timely notice to the other Party at least sixty party of its efforts to cure, advises that such cure will take longer than ten (6010) days prior days, and continues to undertakes appropriate steps to effect such cure and pursues such action to conclusion. (2) Notwithstanding anything contained to the end of the initial term or the applicable renewal term. B. Either Party contrary in this Agreement, Vestin may terminate this Agreement with or without cause for any reason on thirty (30) days’ days written notice to Strategix and Strategix may terminate this Agreement for any reason on ninety (90) days written notice to Vestin. The ninety (90) day notice is necessary to allow Vestin the other Partytime necessary to replace the Accounting Services being performed pursuant to this Agreement. C. c. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSfor any reason, CLOCKSS Strategix shall have the right co-operate with Vestin, its independent public accountants and any persons or companies engaged by Vestin to continue perform accounting and financial reporting services, in order to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of ensure a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination smooth transition of the Agreementaccounting and financial reporting functions. In this regard, terminate any post-termination rights Strategiz shall make available to its successors all work papers and similar documents prepared in the course of CLOCKSS performing services under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F.. D. Sections 3-6, 8, 9 and 10-14 d. Termination of this Agreement shall survive termination not release or expiration discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and shall continue in effect for a term the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of one (1) yearthese Standard Terms. This Agreement will The Term shall automatically renew automatically at for the end of Renewal Terms set forth in the initial term for successive one (1) year renewal terms Cover Page, unless Customer gives Service Provider written notice is delivered to the other Party of non-renewal at least sixty thirty (6030) days prior to the end of the initial term or the applicable renewal termthen-current Term. B. 11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. 11.3 Either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, Party if there shall be no uncured such other Party commits a material breach of this Agreement on Agreement; provided, that the part non-breaching Party shall deliver to the breaching Party written notice of CLOCKSS, CLOCKSS such material breach and the breaching Party shall have the right to continue to preserve any Archived Content received from Publisher and to release cure such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after receipt of such written notice. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility. 11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term a. Either BNY Mellon or the applicable renewal term. B. Either Party You may terminate this Agreement with or without cause on these Terms and Conditions and the Electronic Access upon thirty (30) days’ written notice to the other Partyparty. C. Upon termination or expiration b. In the event of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material any breach of this Agreement the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the part of CLOCKSSData Terms Web Site, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher non-breaching party may terminate these Terms and to release such Archived Content Conditions and the Electronic Access immediately upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party. c. BNY Mellon may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where BNY Mellon believes there is a security risk created by such access. d. BNY Mellon may terminate, without advance notice, Your access or the access of Users to any portion or component of Electronic Access or the Sites in the event a third party service provider, Content Provider or Information Provider prohibits BNY Mellon from permitting You or Users to have access to their information or services. e. Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination. f. Upon termination of Your access to Electronic Access, You shall return all manuals, documentation, workflow descriptions and the like that are in Your possession or under Section 14.F.Your control, and all security identification devices. D. Sections 3-6g. The Reliance, 8Disclaimers, 9 Limitation of Liability Indemnification and 10-14 confidentiality provisions of this Agreement the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, these Terms and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentConditions.

Term and Termination. A. 9.1 This Agreement shall become effective on the date of its signature by both Parties. 9.2 The terms and conditions of this Agreement shall continue to be effective as applicable to all forthcoming sale-purchase agreements between Supplier and Client until: (a) termination of this Agreement pursuant to this Section 9; or (b) discharge of this Agreement by mutual consent of both the Effective Date for Parties; or (c) replacement of this Agreement by a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice new frame agreement which is delivered executed between Supplier and Client with reference to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termsame subject. B. Either 9.3 As used in this Agreement, an Event of Default means when a Party is in serious breach of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may terminate this Agreement with or without cause on thirty (30) days’ give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other Partyrights or remedies to the non-defaulting Party available at law or in equity. C. Upon termination or expiration 9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement: (a) Failure to remit payment when due; (b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, Publisher will have no obligation goes into liquidation or ceases to pay carry on its business (except in the Annual Fee case of amalgamation or other reorganisation within the company group); or (c) in the event of Force Majeure as provided for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Clause 12.4. 9.5 It is agreed that in case of early termination of this Agreement on for any reason, Supplier will be entitled to: - finalise all the part running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence termination. 9.6 Any waiver by either Party of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 provision of this Agreement shall survive termination or expiration not be considered as a waiver of this Agreement. However, upon termination by Publisher due to the uncured material any subsequent breach of CLOCKSSthe same or any other provision. 9.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either Party, all rights granted to CLOCKSS shall terminateavailable at law or in equity, and CLOCKSS shall provide to Publisher proof in respect of destruction of all Archived Contentthe breach concerned (if any) or any other breach.

Term and Termination. A. This These Terms are effective from the Service Start Date and shall remain in force until terminated by either Party. The mutual termination notice period for termination without cause period is two (2) months unless otherwise agreed in writing by the Parties. Either Party shall have the right to terminate the Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered cause without liability to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ Party, by written notice to the other Party., if; C. Upon termination 1. the other Party goes into liquidation; 2. enters into composition proceedings with its creditors; 3. becomes insolvent or expiration of this Agreement, Publisher will have no obligation is unable to pay its major debts or the Annual Fee majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its debts as they become due; 4. makes a general assignment for subsequent terms the benefit of creditors or if a petition under bankruptcy or under any insolvency law is filed by or against the other Party and will be under no obligation to continue to make Content available for archiving as Archived Contentsuch petition filed by a third party is not dismissed within sixty (60) days (or such longer period agreed upon between the Parties) after it has been filed or a secured part takes possession of all or substantially all of its assets and such process is not dismissed or restrained within thirty (30) days. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Either Party shall have the right to continue terminate the Agreement forthwith without liability to preserve any Archived Content received from Publisher and the other Party, by written notice to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyother Party, if the other Party commits a material breach of its obligations hereunder. However, in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if case such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach is capable of being cured, neither Party shall be deemed uncured if entitled to terminate the Agreement unless and until the other Party has failed to cure shall not have been made the material breach within thirty (30) days following issuance of after the failing Party has been served with a notice requiring it to cure such a breach and stating the sending Party's intention to terminate the Agreement if compliance with the notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cure is not met. The expiration or termination of this Agreement shall survive not affect or prejudice any provisions of the Agreement which are expressly or by implication provided to continue in effect after such expiration or termination. Upon termination or expiration of this Agreement. However, upon termination by Publisher due the Customers access to the uncured material breach Services will cease and Elastisys will erase all of CLOCKSS, the Customer's Data. The Customer is responsible for downloading and/or copying all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof the Customer's data before the effective date of destruction of all Archived Contentthe termination.

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this Clause 14, commence on the Effective Date and shall continue for a term the period set out in the Order Confirmation unless otherwise terminated in accordance with the provisions of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered these terms; 14.2 Without affecting any other right or remedy available to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party it, Silobreaker may terminate this Agreement these terms with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Customer if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation 14.2.1 Customer fails to pay any amount due under these terms on the Annual Fee due date for subsequent terms payment and will be under no obligation to continue remains in default not less than 30 days after being notified in writing to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured such payment; 14.2.2 Customer commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 14.2.3 Customer repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms; 14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer; 14.2.5 any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Agreement on clause; 14.2.6 there is a change of control of Customer. 14.3 On termination of these terms for any reason: 14.3.1 all licences granted under these terms shall immediately terminate and Customer shall immediately cease all use of the part Subscription Service; 14.3.2 each party shall return and make no further use of CLOCKSSany equipment, CLOCKSS property, documentation and other items (and all copies of them) belonging to the other party; 14.3.3 Silobreaker may destroy or otherwise dispose of any of the User Content in its possession unless Silobreaker receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to Customer of the User Content provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Silobreaker in returning or disposing of the User Content; and 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. This Agreement shall be effective as of take effect from the Effective Date and shall continue to be in force for a term an initial period of one 1 year[s] ("Initial Term”). A new 1) year-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term. Notwithstanding Clause 3.1, this Agreement will renew automatically may be terminated at the end any time in any of the initial term for successive one (1) year renewal terms unless written following ways: on at least 3 months’ notice is delivered by Contractor to SeaRates; at any time by SeaRates on the expiry of 1 months’ notice to Contractor; or failure by either Party to remedy a material breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party; immediately by either Party if the other Party at least sixty (60) days prior enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts; if either Party due to an event of force majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the end of the initial term or the applicable renewal term. B. Either other Party may terminate this Agreement with or without cause on thirty (30) daysimmediate effect. ‘Material breach’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement includes a breach of the Contractor’s insurance obligations, in accordance with Section 7; a failure by Contractor to pay claims when due, or a failure on the part of CLOCKSS, CLOCKSS shall have the right Contractor to continue to preserve fulfil and deliver any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under Services as defined herein on 3 occasions each month for 2 consecutive months and such failure reoccurs in the Agreementthird consecutive month. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 Termination of this Agreement for any reason whatsoever shall be without prejudice to the Parties' rights and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of this Agreement which by their nature survive termination or expiration shall remain in full force and effect notwithstanding the termination of this AgreementAgreement for whatever reason. HoweverIf this Agreement is terminated the Contractor shall immediately return to SeaRates, upon termination by Publisher due to the uncured material breach on receipt of CLOCKSSSeaRates’s written instruction, all rights granted SeaRates’s lists, operations manuals, technical guidelines, documents and/or property relating and/or belonging to CLOCKSS SeaRates in the Contractor’s possession. Should the Contractor fail to make available the items within 14 (fourteen) Days of receipt of a written instruction as per 3.5 above, the Contractor shall terminate, and CLOCKSS shall provide to Publisher proof compensate SeaRates the insured value of destruction of all Archived Contentthe items.

Term and Termination. A. This 10.1 Unless terminated earlier in accordance with the provisions of this Clause 10 or Clause 14, this Agreement shall be effective as continue in force until there are no remaining royalty obligations under this Agreement with respect to any Product in any country of the Effective Date for a term of one world (1) year. This Agreement will renew automatically at the end ie, until expiry of the initial term last Valid Claim, or for successive one (1) year renewal terms unless written notice so long as the System Know-How and/or CDACF Version 8 Know-How is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termidentified and remains secret and substantial, whichever is later). B. Either Party 10.2 Licensee may terminate this Agreement with or without cause on thirty (30) in its entirety, by giving at least [*] days’ written notice in writing to Lonza. Licensee may also terminate this Agreement from time to time on a Product-by-Product basis, and terminate any licence grant on a sublicense-by-sublicense, Sublicensee-by-Sublicensee, Affiliate-by-Affiliate basis, or Strategic-Partner-by-Strategic-Partner basis, etc., in each case by giving at least [*] days’ notice in writing to Lonza, and, in each such case, the Agreement will be terminated only with respect to, as applicable, the terminated Product, sublicense, Sublicensee, Affiliate or Strategic Partner, etc., and the Agreement shall otherwise remain in full force and effect. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Partyupon the occurrence of any of the following events: 10.3.1 if the other commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within [*] days of the receipt by the other of a notice identifying the breach and requiring its remedy. Failure to pay a bona fide disputed amount shall not constitute a material breach of this Agreement. C. 10.3.2 if the other enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement), or ceases for any reason to carry on business. 10.3.3 Notwithstanding the foregoing, if such uncured material breach by Licensee involves only a specific Product, Sublicensee, Affiliate or Strategic Partner, then Lonza may terminate this Agreement only with respect to Licensee’s rights relating, respectively, to such Product, Sublicensee, Affiliate or Strategic Partner, and the Agreement shall otherwise remain in full force and effect. 10.4 If at any time during this Agreement Licensee, with the actual knowledge of its Chief Executive Officer or any member of its Board of Directors or senior management, directly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires in accordance with Clause 10.1, all licenses granted to Licensee under this Agreement shall survive and shall convert as of the expiration date to fully paid-up, royalty-free licenses. If this Agreement is terminated by Licensee in accordance with Clause 10.3.1, all licenses granted to Licensee under this Agreement shall survive, subject to the continued payment of royalties under the terms of this Agreement. If this Agreement is terminated in its entirety by Lonza for any reason listed in Clause 10.3, any and all licences granted hereunder shall terminate with effect from the date of termination (subject to the last proviso in this paragraph), and, unless Clause 10.7 applies, then Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8 System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided however that the Licensee and Sublicensees shall have the right to complete any production batches of Product in process at the date of such termination and sell or otherwise dispose of all Product then on hand or in process and the licenses granted under this Agreement shall survive for that purpose, subject to the payment of royalties and the other terms of this Agreement. 10.6 Upon termination or expiration of this Agreement, Publisher will have no obligation Licensee (unless Clause 10.7 applies) and Lonza shall destroy all Confidential Information of the other Party or the other Party’s Representatives, including all copies and extracts thereof and all tangible items comprising, bearing or containing any such Confidential Information and provide a written certification of such destruction; provided, however, that if Licensee has any surviving license rights, Licensee may retain Lonza’s Confidential Information to pay the Annual Fee extent required for subsequent terms exercising such surviving license rights, and will be under no obligation to continue to make Content available each Party may retain one (1) copy of such Confidential Information in its secure archival files for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of archival purposes and for ensuring compliance with Clause 8. 10.7 If this Agreement on expires or is terminated and either (a) a Product has been or is being transferred to a separate Lonza license agreement, or (b) Lonza otherwise agrees that it will not require destruction, then, in the part case of CLOCKSS(a) Licensee shall either, CLOCKSS shall have with Lonza’s consent, transfer to the right to continue to preserve any Archived Content received from Publisher party that is the named licensee under the related separate Lonza license agreement, or destroy, the related Vectors, Cell Lines and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach Product and Confidential Information provided by CLOCKSS Lonza (such as by way of example onlyincluding Know-How and System Know-How, a material breach in security or corruption or the stored filesincluding CDACF Version 8 System Know-How), Publisher shall have and, in the right to withdraw its Archived Content, case of (b) Licensee may request specific retention rights and terminate this Agreement or, if such breach occurs both Parties agree on retention terms they will enter into a short letter agreement setting forth their mutual agreement with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthereto.

Term and Termination. A. This 13.1 The Agreement shall be effective as of commence on the Effective Date for a term and shall remain in force until all Minimum Periods of one (1) yearService set out in all Orders have expired or been terminated in accordance with the provisions of this Agreement. This Agreement will renew automatically at After the end expiry of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end all Minimum Periods of the initial term or the applicable renewal term. B. Either Party may terminate Service all Services provided hereunder and this Agreement with or without cause on shall thereafter automatically continue, unless and until either party terminates the Agreement by serving a thirty (30) days’ written day notice to in writing. 13.2 Either party may immediately by notice terminate this Agreement or any Order if one of the following events occurs: 13.2.1 the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured party commits a material breach of this the Agreement on the part of CLOCKSS, CLOCKSS shall have the right or an Order and has failed to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after the terminating party has given a notice of notice default to the breaching party under Section 14.F.in breach; or D. Sections 3-613.2.2 the party is deemed bankrupt or enters into liquidation, 8whether compulsory or voluntary, 9 and 10-14 other than for the purposes of this amalgamation or reconstruction, is the subject of a winding up petition or has a receiver or manager appointed over all or any of its assets; or 13.2.3 a Force Majeure Event continues for more than thirty (30) days. 13.3 Upon termination of the Agreement shall survive termination or expiration an Order: 13.3.1 the rights of this Agreement. However, upon termination by Publisher due the parties accrued up to the uncured date of such expiry or termination shall remain unaffected; 13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment; 13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of CLOCKSS, all rights granted the Minimum Period of Service the Customer shall be liable to CLOCKSS pay to eir the balance of the Charges; 13.3.4 eir may exercise a lien over any of the Customer Equipment or Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall terminate, immediately upon such termination become liable to pay to eir the amount of any loss or damage suffered by eir as a result of the termination; and 13.3.5 eir shall have an automatic right to the Charges for a Service up to and CLOCKSS shall provide to Publisher proof including the date of destruction of all Archived Contenttermination.

Term and Termination. A. 15.1 This Agreement shall be effective as of commence on the Effective Date and shall continue in effect for so long as there is a valid Work Order in place between e|net and Customer, subject always to termination in accordance with the provisions of this Agreement. Where there is no valid Work Order in place e|net may, by notice in writing to the Customer, terminate this Agreement. 15.2 Each Work Order shall commence on the applicable Services Commencement Date and shall terminate on expiry of the specified Service Term, subject to early termination in accordance with the terms of this Agreement or the relevant Work Order. If an order, for which a signed Customer Order/Works Order has been received from the Customer, is subsequently cancelled by the Customer, prior to commencement of Service Term, then the Customer will be liable for the costs of any goods materials and services ordered and provided by e|net in relation to the provision of the service for which e|net has paid or is legally obliged to pay and the Customer will also be liable for service fees (as specified in the Customer Order/Works Order) for a term period of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. 15.3 On termination of this Agreement, all Work Orders shall automatically terminate. Termination of a Work Order shall not prejudice the continuing validity of this Agreement or any other Work Order. 15.4 Either Party may terminate this Agreement with or without cause on thirty (30) days’ written and/or any Work Order forthwith by notice in writing to the other Party where that other Party.: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, 15.4.1 has committed a material breach in security or corruption or the stored files), Publisher shall have the right Default and where such Default is capable of remedy has failed to withdraw its Archived Content, and terminate this Agreement or, if remedy such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made Default within thirty (30) days following issuance of receiving notice specifying the Default and requiring its remedy; 15.4.2 is unable to pay its debts as they fall due within the breaching party under meaning of Section 14.F.214 of the Companies Xxx 0000 or if any action, application or proceeding is made with regard to it for: D. Sections 3(a) a voluntary arrangement or composition or reconstruction of its debts; (b) the presentation of an administrative petition; (c) its winding-6up or dissolution; (d) the appointment of a liquidator, 8trustee, 9 and 10-14 receiver, or similar officer; or (e) any similar action, application or proceeding in any jurisdiction to which it is subject. 15.5 On expiry or termination of the Concession Agreement, e|net may at its option either terminate this Agreement shall survive termination and any Work Orders, or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentassign or novate them in accordance with Clause 20.2.

Term and Termination. A. 16.1 This Agreement shall be enters into force on the effective as of the Effective Date date for a term definite period of one 12 (1twelve) year. This months after which this Agreement will shall automatically renew automatically at the end of the initial term with subsequent 12 (twelve) month periods until terminated in accordance with this article 16. 16.2 Each Party may terminate this Agreement for successive one convenience taking into account 3 (1three) year renewal terms unless months written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal then current term. B. Either 16.3 A Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach: (a) is incapable of remedying; or (b) being capable of remedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach containing sufficient detail of said breach. 16.4 Article 13.3 contains an additional termination option applicable in the event of a force majeure situation. 16.5 Each Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice if the other Party is declared bankrupt or otherwise subject of any proceedings relating to its liquidation, winding- up, or insolvency. 16.6 In the case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in effect will become immediately due and payable, and the Customer shall pay such fees, together with previously accrued but not yet paid fees, on receipt of VirtualMetric’s invoice therefore. 16.7 If Customer properly terminates this Agreement, the Customer will be relieved of any obligation to pay any applicable fees attributable to the other Partyperiod after the effective date of such termination. C. 16.8 Termination of this Agreement, regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer, confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use. 16.9 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve survive any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be effective terminated in its entirety or as of to Section I. or Section II. only prior to the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end expiration of the initial term for successive one only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (190) year renewal terms unless calendar days after the party claiming the breach shall have given written notice is delivered of such to the other Party at least party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with subparagraph (ii) of Section III.9.(h). (ii) The Customer or the Bank may give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days prior by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the end Bank Instructions specifying the names of the initial term or persons to whom the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the other Party. C. Upon persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or expiration trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, Publisher will or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to pay settle -------- ------- any transactions in securities for the Annual Fee for subsequent terms and will be under no obligation Accounts following the expiration of the ninety (90) day period referred to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementsentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (iii) Termination as to One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule B1 deleting such Series, if there in which case termination as to such deleted Series shall be no uncured material breach take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs only with respect to surviving obligations of CLOCKSS after termination of such deleted Series, shall be governed by the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes preceding provisions of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Sub-section 9(h) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 III. of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due as to the uncured material breach identification of CLOCKSS, all rights granted a successor custodian and the delivery of Assets of the Series so deleted to CLOCKSS shall terminatesuch successor custodian, and CLOCKSS shall provide not affect the obligations of the Bank and the Customer hereunder with respect to Publisher proof of destruction of all Archived Contentthe other Series set forth in Schedule B1, as amended from time to time.

Term and Termination. A. This 7.1 The initial term of this Agreement is set out in the Appendix A (the “Initial Service Period”). 7.2 Following the expiry of the Initial Service Period, this Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end for additional consecutive terms of the initial term for successive one twelve months each (1each, a “Subsequent Service Period”) year renewal terms unless written notice is delivered to either party notifies the other Party party in writing at least sixty ninety (6090) calendar days prior to the end expiry of the initial Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall terminate upon the expiry of such period. For the avoidance of doubt, in the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time. 7.3 In the event of any material breach of any term or provision of this Agreement by either party, the applicable renewal term. B. Either Party non-breaching party may terminate this Agreement by written notice if the breaching party fails to cure the breach within 30 days of receiving written notice of such breach from the non-breaching party; provided, however, that if such breach is incapable of being rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice to the breaching party. 7.4 Client may, at any time, terminate this Agreement for the Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the applicable SOW or without cause on thirty as otherwise agreed in writing by the parties. 7.5 Upon expiry or termination of this Agreement, Client must (30within 30 days of expiry or termination) days’ deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. 7.6 Either party may terminate this Agreement immediately upon written notice to the other Partyparty if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. C. Upon termination or expiration 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination. 7.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an ongoing dispute in good faith between the parties.‌ 7.9 PA reserves the right to suspend the provision of Services if the Client engages any other party for similar Services provided by PA in terms of this Agreement. 7.10 Upon expiry or termination of a Subscription for a Cloud Platform, Publisher will have no obligation Client may request PA deliver to pay the Annual Fee for subsequent terms and Client an extraction of any Client Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, preparation or delivery of Client Data will be under no obligation to continue to make Content available for archiving as Archived Content. Except as charged on a time and materials basis unless otherwise provided agreed in this Agreement, if there shall be no uncured material breach of this Agreement on writing or set out in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentapplicable SOW.

Term and Termination. A. 17.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. and shall remain in effect until terminated. 17.2 This Agreement will renew automatically at the end of the initial term for successive one terminate: (1a) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of such notice period, it cures such breach; (b) immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or (d) immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all PixelSquirt Technology and all materials relating to PixelSquirt Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the following provisions shall survive the termination or expiration of this Agreement. However: Sections 4, upon 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 17.5 Termination is not the sole remedy under this Agreement and, whether or not termination by Publisher due to the uncured material breach of CLOCKSSis effected, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother remedies will remain available.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date date hereof and shall continue for a term minimum period of one (1) year. This 24 months. 11.2 The Term of this Agreement will renew shall be automatically at the end of the initial term for successive extended with one (1) year renewal terms unless written notice is delivered to terminated in accordance with Section 11.3 below 11.3 The Agreement cannot be terminated for the first 21 months following the date of signing of the Agreement. Thereafter any party may terminate the Agreement by giving the other Party at least sixty party three (603) days prior to the end of the initial term or the applicable renewal termmonths written notice. B. Either 11.4 Any Party may terminate this Agreement with or without cause on thirty (30) days’ at any time immediately upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured the other Party commits a material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right which it fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made remedy within thirty (30) days following issuance of receiving notice requiring it to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination do so or expiration of this Agreement. However, upon termination by Publisher due to the uncured material commits a breach of CLOCKSSSection 10. 11.5 Each Party is entitled to terminate the Agreement immediately in the event that the other Party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be determined to have become insolvent. 11.6 Upon termination for any reason: a) all rights granted to CLOCKSS the Company under this Agreement shall terminatecease; b) the Company shall cease all activities authorised under this Agreement; c) the Company and Unibet shall immediately pay to each other any sums due under this Agreement; 11.7 Receiving Party shall destroy or return (at Parties' option) all copies of material provided under the Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the Company, the Parties will co-operate to a reasonable degree to ensure the orderly transfer of such data out of the Unibet system and CLOCKSS into a database designated by the Company at that time. After such successful transfer, The obligations under the clause 5.8 and 5.9 shall provide prevail to Publisher proof the abovementioned. 11.8 To such extent the Company terminates the Agreement in advance and the reason for the termination is not due to Unibet's material breach of destruction the Agreement, the Company shall be liable to make payment of all Archived Contentthe monthly minimum fee defined in clause 3.3 during the reminder of the term defined in clause 11.1 in the Agreement.

Term and Termination. A. This 12.1 The Term of this Agreement shall be effective as begin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date for a term of one (1) year. Date. 12.2 This Agreement will renew automatically at the end may be immediately terminated by either of the initial term parties for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ by giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured any of the following events: (a) The other party breaches any material breach by CLOCKSS (such as by way provision of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if and fails to substantially cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance the receipt from the non-breaching party of a written notice of such breach; which notice reasonably specifies the extent and nature of such breach. (b) The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (ii) makes a general assignment for the benefit of creditors, (iii) becomes insolvent, (iv) ceases doing business, and/or (v) takes any corporate action to authorize any of the foregoing. 12.3 AMO shall have the right to terminate this Agreement in its entirety at any time upon providing twelve (12) months written notice to Allergan. AMO may also discontinue the breaching party manufacture of any individual Product upon providing twelve (12) months written notice to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or termination of this Agreement for all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, or unable, to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 12.4 Upon expiration or termination of this Agreement, the rights and obligations of the parties pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to such expiration or termination. 12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. HoweverPayment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, upon termination AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Publisher due Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the uncured material breach expiration of CLOCKSSthe Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, AMO shall assume sole responsibility for all rights granted reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by Allergan EXW to CLOCKSS shall terminatethe physical storage location of AMO's choice at AMO's request, and CLOCKSS shall provide but no later than six (6) months from the expiration or termination of the Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to Publisher proof of destruction of all Archived Contenta new site, to the extent provided in Section 6.3.

Term and Termination. A. 33.1 This Agreement shall be becomes effective as of on the Effective Date and shall remain in force for a term of one 5 (1five) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days years and shall be renegotiated prior to the end of termination date (the initial term or the applicable renewal term“Term”). B. Either 33.2 Neither Party may terminate this Agreement during the Term. 33.3 In the event that this Agreement is not extended or superseded by the Parties then the Parties agree to negotiate in good faith (i) the transfer, access or license to Pre-existing Intellectual Property, (ii) the transfer of any results and know-how from the Development Project, (iii) transfer of materials and documentation, and (iv) cooperation of the Parties in order to secure that both Parties can exploit the results from the Development collaboration within the Field of Use of this Agreement in the future. 33.4 In the event that either Party fails or becomes unable to substantially perform any of its obligations or undertakings to be performed under this Agreement, and such default is not otherwise addressed herein, the other Party shall provide to the non-performing Party a written notification of such default. 33.5 If such default is not cured within forty-five (45) Calendar Days to the mutual satisfaction of both Parties, the other Party shall have the right to terminate this Agreement without providing further notice and opportunity to cure for the non-performing Party. If the default mentioned in Article 33.3 is lack of payment, the time frame defined in this Article 33.5 shall be ten (10) Business Days. 33.6 Termination of this Agreement shall not in any way affect the validity of any notice served to either Party prior to such termination becoming effective. If termination is caused by lack of payment, all Purchase Orders served and not yet delivered shall be terminated. 33.7 The provisions of this Agreement shall without restriction continue to apply to the execution of such orders. 33.8 Either Party may with immediate effect terminate the Agreement in writing upon the occurrence of one or without cause more of the events specified in Article 33.9. This Article 33.8 shall be limited by statutory rules applicable in the country where the situations listed below take effect. 33.9 The events are: 33.9.1 A Party passing a resolution for its winding-up or a court of competent jurisdiction making an order for the Breaching Party’s winding-up or dissolution. 33.9.2 The making of an administration order in relation to a Party or the appointment of a receiver or receiver and manager over, or the taking possession or sale by an encumbrance taking possession of or selling an asset of a Party. 33.9.3 Lasting material violation on thirty (30) days’ written notice the part of either Party hereto of its contractual obligations and failure to stop or remedy such violation despite a hortatory letter from the other Party. C. Upon 33.10 In the event that DakoCytomation’s termination of this Agreement based on Clarient’s default or expiration the existence of one of the events listed in Article 33.9, the Parties agree to be bound by and to follow the procedure in Articles 8.15 to 8.24 in order for DakoCytomation to maintain and secure DakoCytomation’s continuing production and further development of the Products and continuation of the Research and Development Projects described in Article 29. 33.11 Exercise of the right of termination afforded to either Party under this Agreement shall not prejudice any legal rights or remedies either Party may have against the other in respect of any breach of the terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days . 33.12 The following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement Articles shall survive termination or expiration of this Agreement. Howevera termination: Article 12, upon termination by Publisher due to the uncured material breach of CLOCKSSArticle 15, all rights granted to CLOCKSS shall terminateArticle 16, Article 19, Article 30, Article 31, Article 32 and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentArticle 43.

Term and Termination. A. This 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be effective as of the Effective Date renewed for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year terms provided the iPlanet is also in effect for the same renewal terms unless written notice is delivered period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other Party at least sixty (60) days prior to as a result of any such termination, provided however the end of the initial term or the applicable renewal term. B. Either Party termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement with or without cause on thirty if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (305) days’ written notice business days of the effective date of the iPlanet Agreement, and neither party shall have any liability to the other Partyparty as a result of any such termination. C. Upon termination 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining whether or expiration of not sales goals and expectations are being achieved. 3.3 Either party may terminate this Agreement, Publisher will have no obligation to pay Agreement if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party: (i) commits a material breach of this Agreement on and does not cure the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving the non-breaching party's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 3.4 In the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the breaching party under Section 14.F.duration of the original iPlanet Agreement. D. Sections 3-6, 8, 9 3.5 Intraware and 10-14 CorpSoft acknowledge that as a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or termination of this Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or data belonging to the other party. Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the expiration or termination or expiration of this Agreement. HoweverFurthermore, upon termination by Publisher due to the uncured material breach of CLOCKSSextent applicable, all rights granted to CLOCKSS shall terminateSections 3.4, 6.2, and CLOCKSS 9.2 shall provide to Publisher proof survive for the balance of destruction the two (2) year period of all Archived Contenttime referenced in Section 3.4.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and will remain in effect for a term of one fifteen(15) months unless terminated in accordance with the terms set forth in this Agreement (1) yearthe “Term”). This Agreement will Term shall automatically renew automatically at the end of the initial term for successive one additional three (13) year renewal month terms unless written notice is delivered to a Party gives the other Party at least sixty written notice of an intent not to renew the Agreement no later than ninety (6090) days prior days’ advance written notice that the Party does not intend to renew the end of the initial term or the applicable renewal termAgreement. B. 11.2 Either Party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Partyparty in the event such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. C. Upon termination 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach condition of this Agreement on and fails to remedy the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after being given written notice thereof. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or terminate and Customer shall be entitled to the immediate possession of all Mining Equipment 11.5 If this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Term and Termination. A. 7.1 This Agreement shall be effective as of have effect on and from the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termand shall continue in force thereafter. B. 7.2 Either Party party may terminate this Agreement with any or without cause on thirty (30) days’ all Project Assignments immediately upon written notice to the other Partyin the event of: 7.2.1 any material breach of a Project Assignment by the other party which breach is not remedied (if remediable) within thirty days after the service of written notice requiring the same; 7.2.2 the other Party becoming bankrupt or entering into liquidation whether voluntary or compulsory (other than for the purpose of solvent amalgamation or reconstruction) passing a resolution for its winding up, having a receiver, manager, administrative receiver, administrator, trustee or similar officer appointed over the whole or any part of its business or assets, or making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt, or ceasing or threatening to cease to trade. C. Upon termination 7.3 The Company may also terminate this Agreement and/or any current Project Assignment immediately upon written notice to the Consultancy if: 7.3.1 the Consultancy breaches any of its obligations under Clause 8 and Clause 9; 7.3.2 the Consultancy disputes the validity or expiration ownership of any of the Company’s or Client’s intellectual property rights; 7.3.3 the Consultancy has been prevented from performing its obligations under this AgreementAgreement for a period exceeding one month or more in any period of twelve months. 7.3.4 the Client terminates its agreement for the Company to deliver those services which comprise part or all the Services to be delivered by the Consultancy pursuant to a current Project Assignment; 7.3.5 the Client requests that either or both the Consultancy or Representative providing the Services be replaced or removed from the Project Assignment; 7.3.6 any Client to whom the Consultancy is, Publisher will have no obligation or has agreed to commence providing Services, fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Company’s charges. 7.4 Upon termination of this Agreement on or any Project Assignment for any reason, the part Consultancy shall deliver to the Company all Deliverables relating to the terminated Project Assignment then in the Consultancy’s possession or control, whatever their state of CLOCKSSdevelopment at that time, CLOCKSS shall have and all materials and information reasonably required by the right Company to continue to preserve any Archived Content received from Publisher and to release complete such Archived Content upon the occurrence Deliverables. 7.5 Termination of a Trigger Event. If there this Agreement shall be an uncured material breach by CLOCKSS (such as by way without prejudice to the rights and liabilities of example only, a material breach in security or corruption or the stored files), Publisher shall have Parties accrued at the right to withdraw its Archived Content, and terminate date of termination. 7.6 Upon termination of this Agreement orfor any reason, if such breach occurs the Consultancy shall not for a period of six months, whether itself or as principal, agent, proprietor, shareholder, director, employee, associate, partner, representative, contractor, advisor or assistant of or to any business or entity, directly or indirectly solicit, promote, contract with respect to surviving obligations of CLOCKSS after termination or accept or carry on any business for any Client who was, at any time within six months of the Agreement, terminate any post-date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Client of the Company and for whom the Consultancy performed Services (30either directly or indirectly) days following issuance of notice to during the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentpreceding six months.

Term and Termination. A. 14.1 This Agreement shall be become effective as on the date hereof and, unless earlier terminated in accordance with this Section, shall continue in effect for an initial term of three (3) years from the date of Commercial Launch. 14.2 Either party may terminate this Agreement for any reason, at any time after the first anniversary of the Effective Date Commercial Launch, upon ninety (90) days prior written notice given after the first anniversary of Commercial Launch. In addition, Biogen shall have the right to terminate this Agreement immediately in the event the FDA rejects the PLA/ELA filing, or if Biogen withdraws its PLA/ELA filing. 14.3 Either party may terminate this Agreement (i) for a term material breach by the other party upon thirty (30) days' prior written notice unless the breaching party cures the breach within such thirty (30) day period or (ii) in the event of one any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the other party, or the appointment with or without the other parties' consent of a receiver for such party. 14.4 Upon receipt or delivery of a termination notice by Nova Factor or ninety (190) year. This days prior to expiration of this Agreement will renew automatically at the end of the initial term term, as applicable, the parties shall begin to transition distribution of Product for successive one Nova Factor's customers to a party to be designated by Biogen. Transition of distribution under this Section 14.4 shall mean the following: (1i) year renewal terms unless written notice is delivered Biogen shall as soon as possible begin referring Nova Factor customers who contact Biogen's customer service department to the other Party at least sixty designated distributor. (60ii) days prior At Biogen's request, Nova Factor shall provide notice to all of Nova Factor's customers of the change in distributors. (iii) Nova Factor shall complete any reimbursement clearances and Product shipments then underway, but otherwise shall refer customers to the end designated distributor. (iv) Nova Factor shall transfer a copy of the initial term or Database and customer information, including prescription files, to the designated distributor, provided that if applicable renewal termpatient confidentiality laws prohibit transfer of the customers' name to the designated distributor, Nova Factor shall transfer the Database and customer information using customer numbers instead of names. B. Either Party may terminate (v) Nova Factor's obligation to order additional Product when its inventory falls to a one-week supply shall cease and Biogen shall repurchase any Product held in inventory by Nova Factor on the date of termination at the price paid for the Product by Nova Factor. After receipt of the termination notice and during the period thereafter ending six months after termination, Nova Factor shall use reasonable efforts to cooperate with Biogen in ensuring the smooth transition of the services provided by Nova Factor under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon distributor designated by Biogen, provided that after termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee Biogen shall reimburse Nova Factor for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementits reasonable out-of-pocket, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSnon- personnel-related expenses associated with such cooperation. 14.5 Sections 9, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only10, a material breach in security or corruption or the stored files)11, Publisher shall have the right to withdraw its Archived Content14.4, 15, 16, 17, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement 22.7 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. (I) This Agreement shall be effective as of the Effective Date for a term of is valid from December 3, 2015 to January 2, 2017. If neither party has terminated this Agreement within one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days month prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration expiry of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there Agreement shall be no uncured material automatically renewed for one year. (II) The non-defaulting party shall terminate this Agreement immediately after having notified defaulting party in any of the following circumstances: 1. If a party fails to comply with the agreement and has not corrected it after receiving the written notice from the other party. 2. A party seriously breaches the provisions of this Agreement during the term of the agreement, which resultsin the aim of this Agreement not being achieved. 3. A party has caused losses including but not limited including reputation loss, and actual economic losses to the other party because of risk events such as user’s complaints, and disputes arising from the breach of this Agreement on Agreement. (III) In the part of CLOCKSSfollowing circumstances, CLOCKSS Party B shall have the right to continue send Party A a notice of rectification or a warning letter and take the necessarily restrictive measures, and if Party A fails to preserve any Archived Content received from Publisher and to release such Archived Content upon meet the occurrence rectification requirements of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way Party B within the period of example onlyrectification notice, a material breach in security or corruption or the stored files), Publisher Party B shall have the right to withdraw its Archived Content, and terminate this Agreement orimmediately after sending Party A a written Notice of the Termination of the Contract claiming the compensation for its loss due to following circumstance, if such breach occurs and Party A shall not require Party B to refund the paid service charge: 1. Party A’s website is suspected for illegal activities (including but not limited to: illegal fund-raising, illegal absorption of public deposits and other illegal acts, dishonest operation, fraud, theft of user’s funds, warning or suspending of business or punishment of the judiciary, or the financial regulatory authorities); 2. A significant risk was found in Party A’s transaction through site or website inspection, or the judgment of Party B’s risk control system and Party A failed to comply with respect Party B; 3. In the course of the use of the account, the risk event appears to surviving obligations Party A, including but not limited to: Party B’s adverse effects or financial losses because of CLOCKSS after Party A’s user complaints, abnormal circumstances in the running of the website, overdue repayment which impacts Party A’s normal operation or causes Party B’s losses of reputation or funds, unable withdrawal, running point to point not in accordance with Party A’s user, a large number of offline account regulation without reasonable reasons; 4. Party A's business qualification has been changed significantly and the purpose of this Agreement has not been abided by. (IV) In order to protect the fund security of Party A’s user, Party B shall have the right to start a risk relief mechanism (including but not limited to freezing the funds of problem account, limiting the account function or transferring the user’s funds directly to the user’s binding bank card) at the same time as sending the written notice of termination of the Agreementcontract should Party B find a risk for Party A’s related behaviors in the course of rectification. (V) If the contract is terminated or canceled, terminate any post-termination rights one party shall send a Notice of CLOCKSS under the Agreement. For the purposes Termination of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice Contract to the breaching party under Section 14.F.other, and both parties shall negotiate the termination terms such as the closing time of the account system. Both parties shall carry out the liquidation of the account funds, and Party A shall inform its user to accomplish the withdrawal in the liquidation time confirmed by both parties. If Party A's user fails to withdraw within the liquidation time, Party A shall inform its user to log in Party B’s official website (xxx.xxxxxxxx.xxx) for the withdrawal of surplus funds. D. Sections 3-6, 8, 9 (VI) If the terms and 10-14 the period of validity of this Agreement are in conflict with or covered by any similar agreement previously signed by Party A and Party B, this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprevail.

Term and Termination. A. 2.1. This Agreement shall be effective as of commence on September 10, 2001 (the Effective Date Date) and shall continue for a term of one (1) yearperiod ending December 31, 2002. This Agreement will Thereafter, the parties in writing may renew automatically at the end of the initial term it for successive one (1) year renewal terms unless upon mutual agreement. Notwithstanding any other provisions of this Agreement, upon a breach of the confidentiality provisions set forth in Article 7, the non-breaching party shall have the right to immediately terminate this Agreement. 2.2. Either party immediately upon occurrence of the following events may terminate this Agreement: 2.2.1. The other party suffers a receiver to be appointed in respect of any of its assets or any resolution is passed or petition presented for the winding up of the other party or if the other party makes general assignment for the benefit of its creditors or institutes or has instituted against it any proceedings under any law relating to insolvency or the reorganization of the debtors, or 2.2.2. The other party undergoes any material change of ownership, or business focus that may detract from the sales and support of LIGHTNING ROD SOFTWARE TM products. 2.2.3. The other party is in material breach of any material warranty, term, condition, covenant or article of this Agreement, and fails to cure that breach within ninety (90) days after written notice is delivered thereof. 2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other Party at least sixty (60) days prior to the end because of such expiration or termination for compensation, reimbursement or damages on account of the initial term loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the applicable renewal termbusiness of LIGHTNING ROD SOFTWARE TM and its suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall not release either party from its liability to pay the other party any fees owing to such other party under the terms of this Agreement. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. 2.4. Upon termination or expiration of this Agreement, Publisher will have no at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of the receiving party certifying the destruction of all such confidential information. 2.5. Termination of this Agreement shall not (save as provided herein) relieve either party of any obligation to pay the Annual Fee for subsequent terms and other amounts due as a result of transactions occurring prior to termination. 2.6. Upon termination, PARTNER will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have retain the right to continue to preserve any Archived Content received from Publisher the support and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination maintenance of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 existing End User and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentReseller installations.

Term and Termination. A. This 15.1 The term of this Agreement shall be effective as of commence on the Effective Date and shall continue for a the term of one (1) year. This Agreement will renew automatically at the end last to expire of the initial term for successive one (1) year renewal terms UW's intellectual property right controlling Licensed Products, unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving sooner terminated as Archived Content. Except as otherwise provided set forth in this Agreement, if there shall be no uncured . 15.2 In the event of any material breach of this Agreement on by either party (other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or 10.4), then the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there other party shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right entitled to withdraw its Archived Content, and terminate this Agreement orby giving the breaching party written notice of such termination, if provided that: (a) the terminating party has given the other party written notice of such breach occurs with respect and its intent to surviving obligations of CLOCKSS after termination of terminate this Agreement if the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall is not have been made cured within thirty (30) days following issuance after the date of such notice or such later date as may be specified by the terminating party; and (b) the breach is not cured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; and (c) the notice of termination is given prior to completion of the cure. 15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW. 15.4 Except as otherwise provided in Paragraph 10.5, the breaching provisions under which this Agreement or any licenses, options, or obligations may be terminated or suspended shall be in addition to any and all other legal remedies which either party under Section 14.F.may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. D. Sections 3-6, 8, 9 and 10-14 15.5 Termination of this Agreement shall survive terminate all rights and licenses granted to Company relating to Licensed Products. Further, in such event, Company shall assign to UW and/or to any of the Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, xxeviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach . 15.6 Termination of CLOCKSS, any license granted herein shall terminate all rights granted by UW to CLOCKSS shall terminateCompany under this Agreement relating to Licensed Products except that Company may fulfill any outstanding order for the Licensed Products, and CLOCKSS distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination of license. 15.7 Termination by UW or Company under the options set forth in this Agreement shall provide not relieve Company from any financial obligation to Publisher proof UW accruing prior to or after termination or from performing according to any and all other provisions of destruction of all Archived Contentthis Agreement expressly agreed to survive termination.

Term and Termination. A. 19.1. This Agreement shall be Contract is effective as of from the Effective Date and shall remain in force, absent earlier termination in accordance with this Section 19., for a term of one seven (17) year. This Agreement will renew years (the “Initial Term”), and shall automatically extend for a further term of two (2) years (the “Renewal Term”), unless either Party gives at least eighteen (18) months’ written notice to terminate the Contract at the end of the initial Initial Term or at any time during the Renewal Term. The Parties may mutually agree to extend the term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to of this Contract following the end of the initial first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the “Term”. [***]. 19.2. Termination of this Contract shall not [***]. 19.3. If a Party materially breaches any material term or condition of this Contract, the applicable renewal term. B. Either other Party may notify the breaching Party in writing of such breach, setting forth the nature of the breach in reasonable detail. If the breaching Party fails to cure such breach within [***] after the receipt of the foregoing notice from the non-breaching Party, the non-breaching Party may terminate this Agreement with or without cause on thirty (30) days’ Contract effective immediately upon a second written notice to the other breaching Party. C. Upon termination 19.4. Customer may terminate this Contract at its election on [***] written notice to Xxxxxxxxxx if the Initial Technology Transfer has finally not been completed by June 30, 2017, subject to any Exit Fees payable under Section 10. for any Binding Forecast placed by Customer prior to such termination, provided that (a) this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or expiration [***] in [***] necessary for Xxxxxxxxxx to [***], and (b) if the Initial Technology Transfer is completed after June 30, 2017, and Customer has not exercised its right to terminate the Contract under this Section 19.4. prior to such completion of this Agreementthe Initial Technology Transfer, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate [***] under this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content19.4.

Term and Termination. A. This Agreement 9.1 The Services shall be effective as provided during the periods specified in the Assignment Schedule unless otherwise agreed. The duration of the Effective Date for a term of one (1) year. This Agreement will renew automatically at initial Assignment may be extended by agreement in writing between the parties and these Terms, unless excluded in writing shall be deemed to apply to such extended Assignment period(s). 9.2 At the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Assignment, the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will Employment Business shall be under no obligation whatsoever to continue offer further work to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementthe Contractor, and the Contractor shall be under no obligation whatsoever to accept any further work, if there offered. 9.3 The Employment Business shall be entitled to suspend or terminate the Assignment forthwith without notice or liability at any time in the event of any of the following: 9.3.1 The Client requests that the Services cease or that the Contract Resource be removed from the Assignment for any reason (and such Contract Resource is not replaced under Clause 2.3 hereof); 9.3.2 The Contractor or the Contract Resource is in the sole opinion of the Client negligent, incompetent or unsuitable in the performance of the Services; 9.3.3 The Contractor or the Contract Resource’s inappropriate behaviour, breaks in service without prior agreement, lack of technical ability, lack of performance, or repeated commission of minor breaches of these Terms or Client rules and regulations; 9.3.4 References, approvals, certificates, clearances, PES or consents referred to in clause 1.4 are not obtained within the time limit detailed in the Assignment Schedule, or where no uncured material breach such time limit is stated, within 30 days of the intended Start Date of the Assignment; 9.3.5 The Client fails to contract with the Employment Business for the Assignment within 14 days of the start date specified on the Assignment Schedule, or the Client cancels the Assignment at any time prior to such start date; 9.3.6 Career or personal references are unsatisfactory to the Employment Business or the Client; 9.3.7 It transpires that information provided by the Contractor in connection with the Assignment (including without limitation its corporate details, insurance coverage or compliance with its legal obligations) is not or ceases to be true, accurate or complete; 9.3.8 The Contract Resource is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); 9.3.9 The Contractor fails, or is unable, to pay its debts when they fall due or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against it; 9.3.10 The Contractor fails to fully comply with its obligations under any Tax Legislation or fails to comply with its obligations under this Agreement on in connection with such Tax Legislation. 9.4 The Contractor accepts that termination under sub- clauses 9. 3.1 to 9.3.6 shall arise as a direct result of the part unilateral decision/action of CLOCKSSthe Client, CLOCKSS and it shall have no complaint or claim against the Employment Business as a result notwithstanding any dispute in respect of facts alleged by the Client. 9.5 Unless varied in the Assignment Schedule, the Employment Business may terminate the Assignment without cause and for whatever reason by giving written notice of: 9.5.1 Five calendar days if the Assignment has not commenced, or is of 8 weeks or less duration; 9.5.2 Fourteen calendar days if the Assignment is for more than 8 weeks but less than or equal to 26 weeks duration; 9.5.3 Twenty-eight calendar days if the Assignment is for more than 26 weeks duration. For the avoidance of doubt, unless expressly stated in the Special Conditions or elsewhere in the Assignment Schedule, the Contractor shall have no right to continue terminate the Assignment upon notice without cause. 9.6 Save for the bona fide purpose of solvent reconstruction or amalgamation, if any action, application or proceeding is taken in respect of either party for (i) a voluntary arrangement or composition or reconstruction of its debts; (ii) the presentation of an administration petition; (iii) its winding-up or dissolution; (iv) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer or (v) any similar action, application or proceeding in any jurisdiction to preserve which it is subject or if it is unable to pay its debts, the other party may without prejudice to any Archived Content received from Publisher of its other rights, terminate the Assignment forthwith by notice in writing. 9.7 The Contractor acknowledges that the continuation of an Assignment is subject to and to release such Archived Content conditional upon the occurrence continuation of a Trigger Eventthe corresponding contract entered into between the Employment Business and the Client (the “Master Agreement”). If there In the event that the Master Agreement (or any part thereof) is terminated for any reason, the Assignment shall be an uncured material breach by CLOCKSS (such cease with effect from the same date as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the AgreementMaster Agreement (or any part thereof) takes effect and without further liability of the Employment Business to the Contractor for notice or payment in lieu thereof. The Employment Business will endeavour to give reasonable notice (based on the period of notice between the Employment Business and the Client) in the event that such circumstances arise. 9.8 Termination of an Assignment will be effective from the date that a valid termination notice under this clause 9 is provided to the other party either verbally or in writing. Where notice has been provided verbally, terminate this must be confirmed in writing at the earliest opportunity. 9.9 Termination of an Assignment under any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach provisions hereof shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice without prejudice to the breaching party under Section 14.F. D. Sections 3-6rights and obligations of the parties arising hereto prior to, 8or as a result of, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Term and Termination. A. This 9.1. Subject to any termination provisions in this Agreement, this Agreement shall be effective as of commence on the Effective Contract Start Date and shall continue for a term an initial period of one (1) yearyear ('Initial Term'). This Thereafter, this Agreement will renew automatically at the end of the initial term shall continue for successive one (1) year renewal terms periods (each an 'Extended Term') unless and until the Customer serves written notice is delivered on Sesame stating that the Customer does not wish to the other Party renew. Such notice shall be served at least sixty one (601) days month prior to the end expiry of the initial term or current Extended Term. The Initial Term and any Extended Term(s) shall together constitute the applicable renewal termTerm. B. Either 9.2. Without prejudice to any other rights or remedies that either Party may have under or in connection with this Agreement, either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party.Party if: C. Upon termination 9.2.1 the other Party commits a material or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material persistent breach of this Agreement on that: (a) is capable of being remedied and, following written notice to remedy the part of CLOCKSSbreach, CLOCKSS shall have that Party does not take steps to remedy the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (or any longer period agreed by the parties in writing); or (b) is not capable of notice being remedied; 9.2.2 the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other Party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer is appointed over all or any substantial part of the assets of the other Party or the other Party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the breaching party under Section 14.F.foregoing occurs in any applicable jurisdiction. D. Sections 3-69.3. Where during the Term of the Agreement, 8Sesame determines in its sole discretion that a relevant Sesame Lift requires an upgrade then Sesame and the Customer shall agree in writing the work and services required to upgrade the Sesame Lift and the costs for doing so (the “Upgrade Works”). If the Customer and Sesame cannot agree on the scope and/or cost of such Upgrade Works, 9 and 10-14 then either Party shall have the right to terminate the Agreement upon the giving of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content7 days’ notice.

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule 1, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This 11.1 Unless otherwise agreed in a Sales Order Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a term “Renewal Period”) unless either party gives written notice to the other to terminate the Agreement not less than 60 days before the end of one the Initial Subscription Term or any Renewal Period (1) year. This as the case may be), in which case the Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Period (1) year renewal terms unless as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice is delivered to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause immediately on thirty (30) days’ giving written notice to the other Party.if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this the Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice of such breach; or (b) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 11.4 On termination of the Agreement for any reason: (a) all licences granted by CLOCKSS Qubit under the Agreement shall immediately terminate; (such b) each party shall (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by way the other party and make no further use of example onlyany equipment, a material breach in security or corruption property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; and (c) the accrued rights of the parties as at termination, or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the Agreementavoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in writing, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother Agreements.

Term and Termination. A. This 17.1. Xxxxxx will provide the Customer with the Penelope Software as a Service (SaaS) for one year, effective the date of the purchase of this service, unless otherwise stated in the Customer’s Order Form, herein defined as the “Service Term”. Once the Service Term lapses, Xxxxxx is not obligated to provide any services and Athena is relieved of all obligations under this Agreement. 17.2. During the Service Term, the Services provided under this Agreement can only be terminated pursuant to the following terms: (a) Xxxxxx has the right to terminate the Services provided hereunder upon the occurrence of any of the following events, which shall be effective as deemed a breach of the Effective Date for a term terms of one this Agreement: (1i) year. This Agreement will renew automatically at the end Failure of the initial term for successive one Customer to pay all or any part of the fees. (1ii) year renewal terms unless A violation by the Customer of any of the restrictions or conditions listed in Sections 2, 3 and 4 of this Agreement. (b) Without waiving, removing, limiting or restricting any legal or equitable right and remedy otherwise available to Athena attendant upon such a breach, Xxxxxx shall have the right and option to terminate the Services provided under this Agreement by providing written notice is delivered to the other Party at least sixty Customer of such termination. Upon receipt of such notice, the Customer shall immediately cease using the Software through the Services, and shall return the Documentation and any and all copies thereof to Athena within ten (6010) days prior to the end of the initial term or the applicable renewal termreceipt of such notice from Xxxxxx. B. Either Party may (c) Customer shall have the right to terminate this Services provided for under this Agreement with or without cause on where Xxxxxx is in breach of this Agreement and fails to cure such breach within thirty (30) days’ . Customer must provide Xxxxxx with written notice of the alleged breach in sufficient detail to permit Xxxxxx to easily ascertain its obligations in remedying the breach and in determining whether or not Xxxxxx is in breach of the terms in this Agreement. 17.3. The provisions of Section titled “Ownership and Intellectual Property”, “Disclaimer of Warranty” and “Limitation of Liability” set out in this Agreement shall continue in force after any termination or expiry of the Service Term of this Agreement. 17.4. Xxxxxx is permitted to block access from Users and to change any License Keys related to the other Party. C. Upon Customer’s access to the Software upon the effective date of termination of this Agreement or the expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. 17.5. Except as otherwise provided expressly stated in this Agreement, if there Xxxxxx shall under no circumstances be no uncured material breach under any obligation to refund to the Customer any amount paid by the Customer by way of fees upon termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of for a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes terms of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. (a) This Agreement shall will be effective as of the Effective Date for a term of one (1) year. This 1 year from the date hereof; provided however, that this Agreement will renew automatically at the end of the initial term be extended for successive one (1) year renewal terms periods unless either party, by written notice is delivered to the other Party other, shall give at least sixty (60) 180 days prior notice of its intention to terminate the Agreement at the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreementcurrent contract year, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if which case there shall be no uncured material breach of automatic extension. Termination in accordance with this Agreement on paragraph will be without penalty to either party. Both parties will remain responsible for their respective obligations with regard to actions, events, and services received or rendered prior to the part of CLOCKSS, CLOCKSS date such termination becomes effective. (b) Either party shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and immediately terminate this Agreement or, by giving the other written notice if such breach occurs with respect to surviving obligations of CLOCKSS after termination (i) a person owning more than 50% of the Agreementvoting shares of the other party ceases to own more than 50% of the voting shares of the other party; (ii) the other party shall be wound up, terminate go into liquidation, or for any post-termination rights other reason shall cease or threaten to cease to carry on its business or shall transfer its business; (iii) a decree or order by a court or governmental agency or authority shall be entered for the appointment of CLOCKSS a conservator, receiver or liquidator for the other party in an insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or the other party shall consent to such appointment. Termination under this subparagraph shall be effective 270 days after Customer’s written notice to Service Provider, and upon 270 days after Service Provider’s written notice to Customer. (c) If either party materially breaches the Agreement. For the purposes of terms or duties imposed upon it by this Agreement, a material breach shall be deemed uncured if cure shall not have been made within the non-breaching party may, at its option, give the other party at least thirty (30) days following issuance written notice of the breach. The notice to shall specify the nature of the breach. If, at the end of the notice period, the breaching party has not remedied the breach then the Agreement may be terminated by the non-breaching party by notice given within 90 days after the expiration of the notice period specifying a termination date satisfactory to the non-breaching party, provided however, that any termination under Section 14.F.this paragraph shall not prejudice the rights of either party against the other. D. Sections 3-6, 8, 9 and 10-14 (d) In the event that any notice period or time period for termination of this Agreement shall survive termination or expiration under any subparagraph of this Agreement. HoweverParagraph 5 shall extend beyond the termination date or any subsequent termination date described in Paragraph 5 (a), upon the termination by Publisher due to date of this Agreement will be the uncured material breach later of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthe respective dates.

Term and Termination. A. ‌ 15.1 This Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the a period of 12 months (the "Initial Subscription Term") unless terminated earlier in accordance with its terms. Upon expiry of the Initial Subscription Term, this Agreement shall be effective as automatically renewed for successive terms of 12 months (each a "Renewal Period"), unless:‌ (a) either party notifies the Effective Date for a term other party of one (1) year. This Agreement will renew automatically termination, in writing, at least 30 days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the applicable renewal termprovisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the "Subscription Term". B. Either Party 15.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation (a) the Customer fails to pay the Annual Fee for subsequent terms and will be any amount due under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, Customer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in security writing to do so; or (c) the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or corruption ability to give effect to the terms of this Agreement. 15.3 Without affecting any other right or the stored files)remedy available to it, Publisher shall have the right to withdraw its Archived Content, and either party may terminate this Agreement orwith immediate effect by giving written notice to the other party if: (a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Xxx 0000;‌ (b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;‌ (g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such breach occurs process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (h) any event occurs, or proceeding is taken, with respect to surviving obligations the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of CLOCKSS after the events mentioned in clause 15.3(a) to clause 15.3(f) (inclusive); or (i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 15.4 On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate and the AgreementCustomer shall immediately cease all use of the Services; (b) each party shall return and make no further use of any equipment, terminate property and other items (and all copies of them) belonging to the other party; (c) the Supplier may destroy, delete or otherwise dispose of any post-of the Customer Data in its possession, unless the Supplier receives, no later than ten (10) days after the effective date of the termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach shall be deemed uncured if cure of the Agreement which existed at or before the date of termination shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. This 3.1 The initial term of this Agreement shall be effective as commence on the FAD Effective Date and continue in effect until December 31 of the Effective Date for a term of one (1) following year. This Dealer acknowledges and agrees that there is no representation or promise, express or implied, made by Xxxxxx or any other party to Dealer that Dealer shall have any right to have this Agreement will renew automatically at renewed after the end term hereof, nor has Dealer relied on any such representation or promise. Xxxxxx shall have no liability whatsoever to Dealer for the expiration of this Agreement or the initial term for successive one (1) year renewal terms unless written notice is delivered failure to enter into any subsequent agreement with Dealer. Notwithstanding anything to the other Party contrary, herein, Xxxxxx may terminate the Program at least sixty (60) any time, in its discretion, on 30- days prior to the end of the initial term or the applicable renewal termnotice. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to 3.2 In the other Party. C. Upon termination or expiration event that Dealer breaches any term of this Agreement, Publisher will have no obligation to pay Xxxxxx may suspend the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement Dealer’s FAD icon on the part of CLOCKSSXxxxxx.xxx Dealer Locator until such time as the breach is remedied. Subject to Section 4.3, CLOCKSS shall have in the right to continue to preserve event that Dealer breaches any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes term of this Agreement, a material except for breaches of the terms of Sections 1.4, 1.5, or 2.4, and such breach shall be deemed uncured if cure shall is not have been made cured within thirty (30) days following issuance of written notice thereof by Xxxxxx, Xxxxxx may terminate this Agreement effective immediately upon written notice to Dealer. Subject to Section 4.3, in the breaching party under Section 14.F. D. event that Dealer breaches the terms of Sections 3-61.4, 81.5, 9 or 2.4 and 10-14 such breach is not cured within sixty (60) days of written notice thereof by Xxxxxx, Xxxxxx may terminate this Agreement shall survive termination effective immediately upon written notice to Dealer. Dealer may terminate this Agreement at any time by providing written notice to Xxxxxx 3.3 In the event that Dealer (i) provides false or expiration misleading information pursuant to Section A; or (ii) engages in flagrant or chronic breaches evidenced by customer complaint(s), misleading or deceptive advertising, or two or more breaches of any term of this Agreement. However; Xxxxxx may terminate this Agreement effective immediately upon written notice. 3.4 This Agreement will terminate immediately upon written notice in the event that (i) Dealer ceases to function as a going concern, upon termination by Publisher due to is adjudicated bankrupt, makes a general assignment for the uncured material breach benefit of CLOCKSScreditors, takes the benefit of any insolvency, reorganization or other debtor’s relief legislation, or if a receiver or trustee is appointed for its property; or (ii) Dealer transfers substantially all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction its assets without Xxxxxx’x prior written consent or if there is a change in the ownership or control of all Archived ContentDealer.

Term and Termination. A. 11.1 This Agreement shall commence on the date hereof and shall continue in effect for three (3) years (hereinafter referred to as the "Initial Term") and may be effective as of renewed thereafter upon mutual agreement between the Effective Date for a term of one parties; provided, however, that either party may terminate this Agreement by giving the other party at least ninety (190) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless days prior written notice is delivered of termination. 11.2 Either party may terminate this Agreement upon the giving of prior written notice to the other Party at least sixty party if the other party (60a) has not fully complied, in all material respects, with the terms and conditions hereof and (b) fails to cure any such material noncompliance within forty-five (45) days prior to after receipt of such notice; in such event, this Agreement shall terminate effective on the end later of (a) the initial term expiration of such forty-five (45) day period or (b) the applicable renewal term. B. Either Party date specified in the written notice from the terminating party. In addition, either party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect upon giving written notice to the other Partyparty in the event of insolvency, assignment for the benefit of creditors, or bankruptcy proceedings by or against the other party. In the event of termination by Buyer pursuant to this Section 11.2 as a result of material breach by Geneva, and subject to the provisions of Section 4.4, Geneva shall use honor any purchase order accepted prior to the date notice of termination is given. In the event of termination by Geneva pursuant to this Section 11.2 as a result of Buyer's material breach, Buyer acknowledges and agrees that Geneva shall be entitled to cancel any purchase order accepted prior to the date notice of termination is given, and shall not be obligated to ship any Product ordered by Buyer pursuant to such purchase order. C. Upon 11.3 The termination of this Agreement shall not release Buyer from the obligation to pay any sum that may be owing to Geneva (whether then or expiration thereafter due to Geneva) or operate to discharge any liability that had been incurred by either party prior to any such termination. 11.4 During the period between the giving of any notice of termination of this Agreement pursuant to this Section 11 and the effective date of termination, all Product shall be delivered to Buyer solely on a C.O.D. basis. 11.5 Notwithstanding any termination of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach provisions of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored filesSection 3.6(b), Publisher and Articles 5,6,7,8 and 10 shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentremain in effect.

Term and Termination. A. This Agreement shall be effective as is valid for an initial period of five (5) years from the Effective Date for a term of one (1) yearDate. This After the initial period this Agreement will renew automatically at the end of the initial term annually for successive one (1) year renewal terms unless Customer provides ninety (90) days prior notice of its intent not to renew. Should Customer fail to pay may sum due and payable under this Agreement, MPOWER shall notify Customer in writing of such failure to pay. Customer shall then have thirty (30) days from the delivery of MPOWER's written notice to pay such amount(s). The foregoing sentence in no way relieves Customer from its obligation to pay any and all late charges which may become due as set forth in Section VI below. If payment is delivered not made within such thirty (30) days, MPOWER shall have the immediate right to the other Party at least discontinue any and all services under this Agreement. Furthermore, if payment is not made within sixty (60) days prior from the delivery of MPOWER's written notice, MPOWER shall have the immediate right to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement Agreement. Should either party commit a material breach of its obligations under this Agreement, other than failing to pay money, the non-breaching party may notify the breaching party in writing, setting out the breach, and the breaching party shall have thirty (30) days to remedy such breach. If the breaching party fails to remedy the breach during this thirty (30) day period, or, with or without cause on respect to those breaches which cannot reasonably be remedied within thirty (30) days’ written , if the breaching party fails to proceed promptly after being given such notice to commence remedying the breach and thereafter to proceed to remedy the same, the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS party shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within provided such party gives the breaching party thirty (30) days following issuance of days' prior written notice to that effect. Notwithstanding the breaching foregoing, either party shall have the fight to immediately terminate this Agreement upon any breach by the other of its obligations under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 II above. Termination of this Agreement shall survive termination or expiration be without prejudice to all accrued rights and remedies either party may have and shall not affect any continuing rights and obligations of the parties under this Agreement. HoweverUpon the termination of this Agreement and/or any Attachment to this Agreement, upon Customer shall return to MPOWER all Proprietary Information regarding the MPOWER Product whose license is being terminated, within sixty (60) days after such termination by Publisher due and MPOWER shall return to Customer any proprietary information obtained in the uncured material breach performance of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthis Agreement within sixty (60) days after such termination.

Term and Termination. A. 10.1. This Agreement agreement shall be effective commence as of the Effective Date and continue for a term minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall be extended for following one (1) yeartwelve (12) month periods. 10.2. This Agreement will renew automatically agreement may be terminated at the end any time by written agreement of the initial term for successive one (1) year renewal terms unless parties. 10.3. If either party breaches a material provision of these Agreement and the breach is not cured within 30 days after receipt of written notice from the other party specifying the nature of the breach or if a plan is delivered not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement by written notice to the party in breach (10.4) Either party may terminate this Agreement by written notice upon the occurrence of any of the following events, unless such event is eliminated or cured within 60 days of notice thereof: (a) the filing by the other Party at least party of a petition in bankruptcy or insolvency; or (b) any adjudication that the other party is bankrupt or insolvent; or (c) the filing by the other party of any petition or answer seeking reorganization, readjustment, or arrangement of the business under any law relating to bankruptcy or insolvency; or (d) the appointment of a receiver for all or substantially all of the property of other party; or (e) the making by the other party of any assignment or attempted assignment of the benefit of creditors; or (f) the institution of any proceedings for the liquidation or winding up of the business or for the termination of the corporate charter of the other party. 10.4. Termination of this Agreement shall not affect the survival of any rights or obligations hereunder which by their nature are to survive and be effective following termination of the Agreement. After sixty (60) days prior following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the end uniqueness of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a flat handling charge at the rate of $30 per hour, the Customer may request that components may be used in the manufacture of alternate the Customer’s products which the Customer agrees to purchase in accordance with the other Party. C. Upon termination or expiration terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) yearThe term of this Agreement shall expire on the expiration of the last Licensed Patent. Upon the expiration of this Agreement, XXXXXXXXX'x licence (2) This Agreement will renew automatically may be terminated at any time upon the end mutual agreement of the initial term for successive one parties. (13) year renewal terms unless written notice is delivered If: (a) either party has breached any of its obligations pursuant to the other Party at least this Agreement and fails to remedy such breach or to commence and diligently pursue reasonable steps to remedy such breach within sixty (60) days prior after notice in writing from the other party; (b) either party becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the dissolution, winding up or termination of either parties existence or the liquidation of its assets; or (c) a trustee, receiver, receiver manager or like person is appointed with respect to the end business or assets of a party; the initial term or the applicable renewal term. B. Either Party party in default may terminate this Agreement with or without cause on thirty (30) days’ by giving written notice to the other Partyparty in default. C. Upon termination or expiration (4) If Praxis is in default of any of its obligations related to the performance of the Research Projects, and has failed to remedy such breach within sixty (60) days after notice in writing from XXXXXXXXX, XXXXXXXXX may terminate the Research Projects immediately upon written notice to Praxis. If XXXXXXXXX terminates the Research Projects in accordance with this Agreement, Publisher will Section 18(4): (a) XXXXXXXXX shall reimburse Praxis for costs and expenses incurred in accordance with the budget included as part of Schedule "C" to the date of termination; (b) XXXXXXXXX shall have no further obligation with respect to pay the Annual Fee for subsequent terms conduct of -19- the Research Projects or any costs and will be under no obligation expenses related thereto; (c) notwithstanding the termination of the Research Project, all New Intellectual Property developed prior to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there the date of termination shall be no uncured material breach of this Agreement on the disclosed by Praxis to XXXXXXXXX and shall be included as part of CLOCKSS, CLOCKSS the Licensed Technology and licensed to XXXXXXXXX pursuant to Section 11; and (d) XXXXXXXXX shall have the right to continue complete the Research Project, or any part thereof at its own cost and expense and any results; improvements to preserve any Archived Content received Intellectual Property sublicenced from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS Praxis under the Agreement. For the purposes terms of this Agreement, a material breach ; new patents and patent applications arising from this shall be deemed uncured if cure to be New Intellectual Property. (5) The following sections shall not have been made within thirty (30) days following issuance survive termination of notice to the breaching party under Section 14.F. D. Sections this Agreement: 1, 2, 3-6, 84, 5, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content15.

Term and Termination. A. 10.1 This Agreement shall be effective continue for the Term as of set out in the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable Order and any subsequent renewal term. B. 10.2 Either Party party may by notice in writing terminate this Agreement with or without cause on thirty (30) days’ written notice to immediate effect if: 10.2.1 the other Party. C. Upon termination or expiration party commits a breach of any of the provisions of this Agreement, Publisher will have no obligation and: (a) the breach is capable of remedy and the other party fails to pay remedy the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 The Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the breaching party under Section 14.F.Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or D. Sections 3-6, 8, 9 10.3.3 the Client is subject to a Change of Control Event; and 10-14 / or 10.3.4 specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement shall survive termination for any reason is without prejudice to any rights or expiration obligations that may have accrued to either party as at the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Term and Termination. A. This 9.1. The Agreement shall be effective as commence on the first day of the Effective Date Initial Subscription Period and shall continue for a term the Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”). 9.2. Maynooth University (acting as agent on behalf of one (1the Members) year. This may terminate this Agreement will renew automatically without cause by notifying the Publisher, in writing, at least sixty days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to relevant Subscription Year, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term or the applicable renewal termSubscription Year. B. Either Party 9.3. Maynooth University (acting as agent on behalf of the Members) may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided Publisher is in this Agreement, if there shall be no uncured material breach of any obligation under this Agreement on and, in the part event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or capable of being remedied, fails to remedy the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of notice in writing of such breach. 9.4. A Member’s participation in this Agreement may be terminated with immediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breaching breach within thirty (30) days of receipt of notice in writing of such breach. 9.5. If a Member’s participation in this Agreement is terminated then that Member’s further rights and obligations under this Agreement shall cease upon the effective date of such termination, but such termination: 9.5.1. shall not prejudice any rights or liabilities of any party under Section 14.F.in connection with that Member which may have arisen on or before the effective date of such termination; and D. Sections 3-6, 8, 9 and 10-14 9.5.2. shall have no effect on the continuation in force of the Agreement. 9.6. Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 9.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.6.1. continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.6.2. by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.6.3. supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or 9.6.4. granting access to the same Licensed Material through one of the e- journals archiving solutions as listed in Schedule 3 – Industry Standards and Related Obligations. 9.6.5. For the avoidance of doubt, access to and use of archival copies shall survive termination or expiration be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. 9.7. HoweverMembers are permitted to: 9.7.1. mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.6.1 and 9.6.3; 9.7.2. communicate, upon termination make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.7.3. make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher due in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.8. In the uncured event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.8.1. through the Publisher’s server; or 9.8.2. by supplying such material breach without charge to Members in accordance with the procedure described in Clause 9.6. 9.9. In the event that the Publisher ceases to publish a part or parts of CLOCKSSthe Licensed Material (including back issues of a title as part of the Licensed Material), all rights granted the Publisher will: 9.9.1. maintain a digital archive of such Licensed Material; 9.9.2. make the digital archive available to CLOCKSS shall terminateMembers without charge either through the Publisher’s server, via a third party server (including e- journals archiving initiatives as listed in Schedule 3 – Industry Standards and CLOCKSS shall provide Related Obligations) or by supplying the digital archive to Publisher proof of destruction of all Archived ContentMember without charge in accordance with the procedure described in Clause 9.6. 9.10. The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Term and Termination. A. This (a) The term of this Agreement shall be effective as of is one year form the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation subject to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contentconditions set forth below regarding early termination (the ‘Term”). Except as otherwise provided in this Agreement, if there shall be no uncured material breach The Term of this Agreement on shall automatically extend for successive one year terms unless sooner termination as provided herein. (b) This Agreement may be terminated at any time by either party for its convenience upon ninety (90) days written notice. Each of the part parties has considered its expenditure in preparing for performance of, and performing, this Agreement and possible losses resulting form its termination. It is expressly understood that this right of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher termination is absolute and to release such Archived Content upon the occurrence of a Trigger Event. If there that neither party shall be an uncured material breach by CLOCKSS (such as by way liable to the other for damage in case of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate termination of this Agreement orfor convenience. (c) This Agreement may also be terminated in the event of one party’s breach of any of the terms and conditions set forth herein, if providing that such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall is not have been made remedied within thirty (30) business days following issuance of notice to the breaching party under Section 14.F.having received written notice of such breach. D. Sections 3-6, 8, 9 and 10-14 (d) The obligations of Receiving Party herein shall be effective from the date Disclosing Party last discloses any Confidential Information to Receiving Party pursuant to this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach date when the Confidential Information disclosed to Receiving Party is no longer confidential. (e) Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Receiving Party, nor by the rejection of CLOCKSSany agreement between Disclosing Party and Receiving Party, all rights granted to CLOCKSS shall terminateby a trustee of Receiving Party in bankruptcy, and CLOCKSS shall provide to Publisher proof or by the Receiving Party as a debtor-in-possession or the equivalent of destruction any of all Archived Contentthe foregoing under local law.

Term and Termination. A. 17.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. and shall remain in effect until terminated. 17.2 This Agreement will renew automatically at the end of the initial term for successive one terminate: (1a) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of such notice period, it cures such breach; (b) immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or (d) immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all *** Technology and all materials relating to *** Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the following provisions shall survive the termination or expiration of this Agreement. However: Sections 4, upon 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 17.5 Termination is not the sole remedy under this Agreement and, whether or not termination by Publisher due to the uncured material breach of CLOCKSSis effected, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother remedies will remain available.

Term and Termination. A. This The initial term of this Agreement shall be effective as of commence on the Effective Date and shall continue until the date that is three (3) years from the Effective Date unless earlier terminated pursuant to the terms hereof. Thereafter, the Agreement shall automatically renew for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year renewal terms unless written either Party provides notice is delivered to the other Party of non-renewal at least sixty ninety (6090) days prior to the end beginning of the initial term or the applicable renewal term. B. a Renewal Term. Either Party may terminate this Agreement with or without cause on upon thirty (30) days’ calendar days prior written notice to the other Party if the other Party breaches or violates any of its material obligations set forth in this Agreement, and fails to cure such breach or violation within thirty (30) calendar days after receiving written notice of such breach or violation from the other Party. C. . Further, after December 31, 2014, either Party may terminate this Agreement by giving the other Party thirty (30) days notice. Upon termination or expiration of this Agreement, Publisher will DR shall cease referring business to the Company, each Party shall cease referring to itself as a referrer of potential clients to the other Party, and each Party shall promptly return or destroy any of the other Party’s Confidential Information or other materials provided by the other Party in its possession or control. Notwithstanding such termination, the Included Clients Referral Fee and any Company Referral Fees earned through the satisfaction of the conditions set forth in Section 2 hereof prior to the effective date of such termination shall continue to be due and payable in accordance with the terms of this Agreement. In the event that Company terminates the Agreement due to an uncured breach by DR of any of its material obligations set forth in this Agreement, the Company shall have no obligation to pay DR any portion of the Annual Included Clients Referral Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving not due as Archived Contentof the date of such termination. Except as otherwise provided in this Agreement, if there shall be no uncured material breach The provisions of this Agreement on which, by their terms, require performance after the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not or have been made within thirty (30) days following issuance of notice application to the breaching party under Section 14.F. D. Sections 3-6events that may occur after such termination, 8, 9 and 10-14 of this Agreement shall survive the termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This Agreement shall be effective as of the Effective Date and shall continue for a minimum seven year term from the date hereof and will automatically extend on a year by year basis thereafter provided Gigabeam satisfies its minimum purchase commitments as set forth in Sections 1.3.4 and Exhibit D with minimum purchase commitments for each year of one (1) year. This Agreement will renew automatically at the end extension of the initial term Agreement beyond the time periods given in Exhibit D to be the same as the minimum purchase commitment for successive one (1the preceding year; provided, however, that the Agreement may be terminated for any of the following reasons: a.) year renewal Upon the occurrence of any material breach by either party of the terms unless and conditions of this Agreement and failure to cure such material breach within 30 days after receipt of written notice is delivered to from the other Party party the non-breaching party may, at least sixty (60) its option, terminate this Agreement upon written notice; provided however that the cure period shall be only 10 days prior after receipt of notice if the material breach arises from failure by Gigabeam to pay amounts due according to Section 3. After six months from the end of Effective Date, the initial term or the applicable renewal termpayment cure period will go to 30 days. B. Either Party b.) In the event that Gigabeam fails actually to receive $1.5 million in financing within 120 days from the Effective Date hereof, Sophia may, at its option, terminate this Agreement upon written notice; or c.) Upon the occurrence of bankruptcy or reorganization under bankruptcy laws, cessation of operations, or assignment for the benefit of creditors of either party, the other party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Partynotice. C. Upon termination or expiration d.) This Agreement may be terminated by mutual written agreement of this Agreementboth parties to terminate. Notwithstanding the foregoing, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS either Party (such as by way of example onlythe "Breaching Party"), which is not cured within the appropriate cure period, or other event giving rise to a right for either Party to terminate this Agreement, without limiting any other rights or remedies available, the Party which is not in material breach in security or corruption or (the stored files"Non-Breaching Party"), Publisher shall have which has the right to withdraw its Archived Content, and terminate this Agreement ormay, if such breach occurs with respect to surviving at its option, terminate its own obligations of CLOCKSS after termination exclusivity under Section 8, such that Section 8 remains binding against the Breaching Party for the remainder of the Agreement, terminate any postterm but shall thereafter no longer be binding against the Non-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Breaching Party

Term and Termination. A. 20.1. This Agreement shall be effective as commence on the Commencement Date and each of the Effective Services set out in the Order Form shall commence on the Services Commencement Date for a Professional Services or the Go-Live Date for annually recurring Services and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of one this Agreement. Thereafter, this Agreement and each Order Form shall continue to automatically renew for a Renewal Term, unless a Party gives written notice to the other Party, not later than ninety (190) year. This Agreement will renew automatically at days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Initial Term or the applicable renewal termrelevant Renewal Term, to terminate this Agreement. B. Either 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay (a) the Annual Fee for subsequent terms Client breaches its obligations in Clauses 7.7 and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 7.10; (b) the other Party commits a material breach of any material term of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect is remediable) fails to surviving obligations remedy that breach within a period of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being notified to do so; (c) the other Party breaches any of the terms of Clause 13, Clause 19 or Clause 24; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 20.3. The Supplier may terminate the Subscription Services immediately on giving written notice to the breaching party under Section 14.F.Client if the Client (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause 9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. D. Sections 3-620.4. Termination of this Agreement, 8for any reason, 9 and 10-14 shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 20.5. On termination of this Agreement for any reason: (a) the Supplier shall survive immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination or expiration of this Agreement. However, upon termination by Publisher due including (1) all remaining amounts owing up to the uncured material breach end of CLOCKSSthe Term (as applicable); (2) any Licence Fees as set out under Clause 16.1; and (3) any termination fees that the Supplier incurs from any of its Third Party Suppliers as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully- paid, all rights granted to CLOCKSS shall terminatefixed term and perpetual licences; for metered Products billed periodically based on usage, and CLOCKSS shall provide to Publisher proof the Client must immediately pay for unpaid usage as of destruction of all Archived Content.the termination date; and

Term and Termination. A. This 17.1 The initial term of this Agreement shall be effective as of (the Effective Date “Initial Term”) begins on ____________, 2016 (the “Commencement Date”), and continues for a term period of one (1) year. This Agreement will renew automatically at seven Contract Years, unless extended as hereinafter provided. 17.2 At the end of the initial seventh Contract Year, this Agreement shall then continue on a year to year basis unless cancelled by either Party by delivering not less than 180 days’ notice to the other Party. The Initial Term and any such renewal term for successive one shall collectively be (1the “Term”). 17.3 A Party may terminate this Agreement during the Term under the following circumstances: (a) year renewal terms unless written notice is delivered Either Party fails to pay any sum owed by it to the other Party at least sixty (60) under this Agreement within 15 days prior of the delivery to the end defaulting Party of the initial term or the applicable renewal terma notice of default; provided, however, that neither Party shall have a right to terminate this Agreement under this Section 17.3(a) with respect to any disputed amounts that remain outstanding in accordance with Section 3.3 of this Agreement. B. (b) The Parties may terminate this Agreement by execution of a written agreement signed by authorized representatives of both Parties, in which event the termination shall be effective on the date specified in such agreement. (c) Either Party may terminate this Agreement with or without cause on thirty in the event of a material breach of this Agreement (30other than for failure of payment to which Section 17.3(a) days’ shall apply) by the other Party upon not less than 30 days prior written notice to such defaulting Party unless such breach has been cured within 30 days from receipt by the other Partydefaulting Party of such notice. C. (d) Either Party may terminate this Agreement, in its entirety or with respect to a portion of the applicable Terminal only, in accordance with the provisions of Sections 4.6, 4.7, 12.3, or Section 26 of this Agreement. 17.4 Upon any termination or expiration of this Agreement, Publisher will have no obligation Customer shall arrange the removal of all Product from the applicable Terminal. Customer agrees to pay reimburse Owner for the Annual Fee for subsequent terms actual costs of such removal, which shall include the expense of any necessary cleaning and will be restoration to their previous condition of the Terminals, plus a 10% administrative fee. 17.5 Each Party’s obligations under no obligation this Agreement shall end as of the effective date of its termination in accordance with this Agreement; provided, however, that each Party shall remain liable to continue the other hereunder with respect to make Content available for archiving as Archived Content. Except (a) any obligations accruing under this Agreement prior to the effective date of such termination, including any indemnification obligations provided hereunder or (b) as otherwise provided in this Agreement, if there shall be no uncured material breach of . Notwithstanding anything in this Agreement on to the part of CLOCKSScontrary, CLOCKSS Section 2.7, Section 2.8, Section 7, Section 8.2, Section 17.4, this Section 17.5, Section 20, Section 21, Section 23, Section 24 and Section 27 shall have survive the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security expiration or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Term and Termination. A. This The initial term of this Agreement shall be effective begin on the date USER executes this Agreement and, except as provided in this section of the Effective Date Agreement, shall continue for a term period of one (1) year. This Agreement will renew year (the “Initial Term”), and shall be automatically at the end of the initial term renewed for successive one (1) year renewal terms (“Renewal Terms”) thereafter unless written terminated by either party with at least thirty (30) days notice is delivered to the other Party party prior to renewal. COMPANY may immediately terminate this Agreement for cause for the following reasons:  Breach of Agreement. In the event of a breach of this Agreement by USER, COMPANY may give written notice of the breach and request corrective action. If USER has not either taken the requested action or begun a diligent prosecution thereof within fifteen days of receipt of the COMPANY’s notification, then COMPANY may, at least sixty its option, send notice of termination. The notices described in this paragraph may be sent certified, registered or other verifiable mail or email to the terminated party at the addresses provided by USER.  Insolvency. At COMPANY’s option, and upon written notice of the exercise of the option, this Agreement terminates upon the voluntary or involuntary bankruptcy or insolvency of USER.  Fraud, etc. The fraud, misrepresentation, misappropriation of funds, or willful misconduct of USER.  Other. For the USER’s violation of the provisions of Paragraphs 4, 5, 6, 7, 9, 11 & 13 of this Agreement. Changes in Terms and Early Termination: COMPANY may unilaterally change, delete, or add any term to this Agreement upon thirty (6030) days written notice to USER (the 30 day period being referred to hereinafter as the “30 Day Notice Period”, provided, however, that if such a change, deletion, or addition is not acceptable to USER, USER may terminate this Agreement upon ten (10) days written notice to COMPANY, which notice must be given prior to the end of the initial term 30 Day Notice Period. The change, deletion, or addition made by COMPANY shall become effective at the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (end of the 30) days’ written notice to the other Party. C. -Day Notice Period. Return of Proprietary Information: Upon termination or expiration of this Agreement, Publisher the parties will have no obligation return to pay the Annual Fee for subsequent terms any furnishing party all proprietary and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided confidential information received in this Agreement, if there shall be no uncured material breach of connection with this Agreement on the part and certify in writing to such furnishing party that such receiving party has not retained any copies of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence proprietary or confidential information. Effect of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after Termination: The termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive not cause the termination or expiration of this Agreement. However, upon termination any obligation which by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentits nature is a continuing obligation.

Term and Termination. A. 22.1 This Agreement shall be effective as of endure for the Effective Date Term (subject to earlier termination under and in accordance with this clause 22), which The Client may renew for a term of one 12 months by serving on Station10 thirty (130) year. This Agreement will renew automatically at calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the initial term for successive one (1) year renewal terms unless written notice is delivered Term, then the Term will be deemed to the other Party at least sixty (60) days prior extend up to and including the end of the initial term Service Period set out in that SoW (or where there is no Service Period set out, then until completion of the applicable renewal termServices under that SoW) for the purpose of preserving the validity of that SoW only. B. 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) calendar days following issuance from the date written notice specifying the failure was delivered. Failure to pay fees due under any executed SoW is considered a material breach. 22.3 Either Party may terminate the Services with immediate effect on written notice if: 22.3.1 the other Party ceases or threatens to cease to carry on its business 22.3.2 a receiver; administrator or similar officer is appointed over all or any part of notice the assets or undertaking of the other Party; 22.3.3 the other Party makes any arrangement for the benefit of its creditors; or 22.3.4 the other Party goes into liquidation (save for the purposes of a genuine amalgamation or reconstruction). 22.4 Upon termination of the Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with: 22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and 22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and 27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or is legally bound to pay. 22.5 In the event of any breach of Clause 27, the non-breaching Party shall be entitled to terminate this Agreement with immediate effect. 22.6 Termination of the Services will not affect any rights of the Parties accrued to them up to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 date of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. 11.1 This Agreement shall be effective shall, unless otherwise terminated as of provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, being automatically renewed for successive periods (each a term “Renewal Period”) matching the Initial Subscription Term, unless: 11.1.1 either party notifies the other party of one (1) year. This Agreement will renew automatically at termination, in writing before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Period; or 11.1.2 otherwise terminated in accordance with the applicable renewal termprovisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. B. Either Party 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with or without cause on thirty (30) days’ written notice liability to the other Partyif the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach. C. Upon 11.3 On termination or expiration of this Agreement for any reason: 11.3.1 all licences granted under this Agreement shall immediately terminate; 11.3.2 subject to clause 11.3.3, each party shall return and make no further use of any equipment, property and other items (and all copies thereof) belonging to the other party; 11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Service within 5 Business Days of the effective date of termination of this Agreement, Publisher will have no obligation to pay otherwise the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession; and 11.3.4 the accrued rights of the parties as Archived Content. Except as otherwise provided in this Agreementat termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of the Agreementany provision expressly stated to survive or implicitly surviving termination, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. 22.1 This Agreement shall be effective as of the Effective Date for a term of one (date first above written and continue in effect until July 1) year, 1999, and thereafter the Agreement shall continue in force and effect unless and until terminated as provided herein. This Agreement will renew automatically at Upon the end expiration of the initial term for successive one (1) year renewal terms unless term, either Party may terminate this Agreement by providing written notice is delivered of termination to the other Party Party, such written notice to be provided at least ninety (90) days in advance of the date of termination. In the event of such termination, those service arrangements made available under this Agreement and existing at the time of termination shall continue without interruption under (a) a new agreement executed by the Parties, (b) standard Interconnection terms and conditions approved and made generally effective by the Commission, (c) Tariff terms and conditions generally available to CLEC, or (d) if none of the above is available, under the terms of this Agreement on a month-to-month basis until such time as (a), (b), or (c) becomes available. 22.2 For service arrangements made available under this Agreement and existing at the time of termination, if the standard Interconnection terms and conditions or Tariff terms and conditions result in the non-terminating Party physically rearranging facilities or incurring programming expense, the non-terminating Party shall be entitled to recover such rearrangement or programming costs, from the terminating Party. By mutual agreement, the Parties may jointly petition the appropriate regulatory bodies for permission to have this Agreement supersede any future standardized agreements or rules as such regulators might adopt or approve. 22.3 If either Party defaults in the payment of any amount due hereunder, or if either Party violates any other provision of this Agreement, and such default or violation shall continue for sixty (60) days prior to after written notice thereof, the end of the initial term or the applicable renewal term. B. Either other Party may terminate this Agreement and services hereunder by written notice; provided the other Party has provided the defaulting Party and the appropriate federal and/or state regulatory bodies with or without cause on thirty written notice at least twenty five (3025) days’ written notice ' prior to terminating service. Notice shall be posted by certified mail, return receipt requested. If the defaulting Party cures the default or violation within the twenty five (25) day period, the other Party. C. Upon termination Party will not terminate service or expiration of this Agreement, Publisher will have no obligation Agreement but shall be entitled to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementrecover all costs, if there shall be no uncured material breach of this Agreement on any, incurred by it in connection with the part of CLOCKSSdefault or violation, CLOCKSS shall have including, without limitation, costs incurred to prepare for the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentservice.

Term and Termination. A. 9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement, whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall be effective as of the Effective Date thereafter automatically renew for a term successive terms of one (1) year. This Agreement will renew automatically at year each unless either party provides the end of the initial term for successive one (1) year renewal terms unless other party written notice is delivered to that it will not renew the other Party at least Agreement no less than sixty (60) days prior to the end of the initial term or the applicable renewal a successive term. B. Either Party 9.2 In the event of a material breach of this Agreement, by either party, the other party may terminate notify the party of material breach in writing specifying the manner in which this Agreement with or without cause on has been materially breached, and this Agreement shall terminate automatically thirty (30) days’ written days after such notice unless the material breach has been cured to the other Partyreasonable satisfaction of the non-breaching party. If RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure. C. Upon termination 9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to meet the performance criteria set forth in Section 4.4(i) or expiration (ii) with respect to 15% or more of this Agreement, Publisher the Prescriptions filled during any three consecutive day period within any 15 consecutive day period. DS will have no obligation notify RxAMERICA if it has failed to pay perform for three consecutive days. RxAMERICA shall use its best efforts to immediately correct the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contentproblem. Except as otherwise provided in this AgreementHowever, if there shall be no uncured material breach such a lack of this Agreement on the part of CLOCKSSperformance occurs in two consecutive 15-day periods or more than four times in 90-day period, CLOCKSS DS shall have the right to continue terminate this Agreement immediately upon notice without any additional cure period. Notwithstanding termination by DS under this Article 9.3 or RxAMERICA's failure to preserve meet performance criteria, DS shall remain obligated to pay any Archived Content received from Publisher and proper invoices for Pharmacy Services or Shipping Services performed by RxAMERICA prior to release such Archived Content upon the occurrence termination of a Trigger Event. this Agreement. 9.4 If at any time during the term of this Agreement there shall be filed by or against either party in any court pursuant to any statute either of the United States or any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of that party's property, or if either party makes an uncured material breach by CLOCKSS (assignment for the benefit of creditors or petitions for or enters into such as by way of example onlyan assignment, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and other party may immediately terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of upon written notice to the breaching such party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination who filed or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentagainst whom was filed such petition or who made petition or entered into such assignment.

Term and Termination. A. This (a) The term of this Agreement shall be effective will begin as of the Effective Date and will continue for a term of one period ending three (13) yearyears after the Launch Date (the "Term"). This If PeoplePC chooses not to renew the Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered Term, the Term shall be extended to the other Party extent necessary to allow the completion of all outstanding Employee Service Terms existing on the date they would otherwise expire and the parties shall continue to comply with their obligations hereunder until all Employee Service Terms have been completed, provided that Section 2.2 shall not apply during the extension period. If Customer chooses not to renew the Agreement at least sixty (60) days prior to the end of the initial term Term, Customer shall have the option to: (a) pay to PeoplePC the present value of all Monthly Payment obligations remaining as of the expiration of the Term; or (b) extend the applicable renewal termTerm of the Agreement to the extent necessary to allow the completion of all outstanding Employee Service Terms existing on the date it would otherwise expire and the parties shall continue to comply with their obligations hereunder until all Employee Service Terms have been completed, provided that Section 2.2 shall not apply during the extension period. B. Either (b) Each Party may will have the right to terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party. C. Upon termination or expiration Party if (i) the other Party has committed a material breach of this Agreement, Publisher will have no obligation to pay (ii) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if other Party has not cured such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receipt of written notice to of such breach from the breaching party under Section 14.F.other Party, and (iii) such breach remains uncured as of the effective date of termination. D. Sections 3-6, 8, 9 and 10-14 (c) Upon termination of this Agreement for any reason and upon Customer's request, PeoplePC may convert any Participating Employees to general PeoplePC members and any subsequent payments for service shall survive be made directly by such users to PeoplePC. Customer shall have no liability with respect to such converted users that accrues after the date of such conversion. (d) Upon termination or expiration of this Agreement. HoweverAgreement for any reason (i) each Party will promptly return all Confidential Information of the other Party, upon termination by Publisher due (ii) Customer will pay all outstanding amounts owed to PeoplePC under this Agreement within forty-five (45) days after the uncured material breach effective date of CLOCKSSsuch termination, subject to any right of setoff and (iii) the following provisions will nonetheless remain in effect: Article I ("Definitions"), all rights granted of Article III ("General") (exception Section 3.1) and the payment obligations of Customer under Section 2.6 with respect to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof any remaining portions of destruction of all Archived Contentany Employee Service Terms.

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this clause 14, commence on the Effective Date and shall continue for a term the Subscription Term, unless: (a) either Party notifies the other Party of one (1) year. This Agreement will renew automatically termination, in writing, at least 60 days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Subscription Term, in which case this agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Subscription Term; or (b) otherwise terminated in accordance with the applicable renewal termprovisions of this agreement. B. Either Party 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this agreement which is irremediable or without cause (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; (c) the Customer becomes Insolvent; (d) there is a change of Control of the Customer; or (e) if the Customer breaches any warranty under this agreement. 14.3 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement with immediate effect on thirty (30) giving 60 days’ written notice to the Supplier, and paying the Balance Fee. For the sake of clarity, the provisions of 14.4 will also apply. 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party.; C. Upon (c) the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination or expiration of this Agreementagreement, Publisher will a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the Parties that have no obligation accrued up to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementdate of termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. 16.1 This Agreement shall be effective as commence on the Commencement Date and shall remain in full force for the Term unless otherwise agreed by the Parties or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, ninety (90) days before the end of the Effective Date for a term of one (1) year. This Term or before the relevant Subsequent Term, to terminate this Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Term or the applicable renewal termrelevant Subsequent Term, as the case may be. B. Either 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.7 and 5.8; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000. 16.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.4 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any licence fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its third parties as a consequence of such termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any third-party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. C. Upon termination 16.5 Save as provided in Clause 16 or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided elsewhere in this Agreement, if there or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be no uncured material breach entitled to terminate a Statement of Work. 16.6 Termination of any Statement of Work shall be without prejudice to any other rights which any party may have under any other Statement of Work. 16.7 Upon termination of this Agreement on for any reason the part Supplier will provide to the Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of CLOCKSSthe applicable Services, CLOCKSS shall have in whole or in part, to the right Customer or to continue to preserve any Archived Content received from Publisher and to release Successor Service Provider (such Archived Content upon the occurrence of a Trigger Event. If there assistance shall be an uncured material breach known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by CLOCKSS the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at its then current time and materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: (such as by way a) developing a plan for the orderly transition of example only, a material breach in security or corruption the terminated Services from the Supplier to the Customer or the stored files), Publisher shall have Successor Service Provider; (b) providing reasonable training to the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination Customer or the Successor Service Provider in the performance of the AgreementServices then being performed by the Supplier; (c) using commercially reasonable efforts to assist the Customer, terminate at the Customer’s sole cost and expense, in acquiring any postnecessary rights to legally and physically access and use any third-termination rights of CLOCKSS under party technologies and documentation then being used by the Agreement. For Supplier in connection with the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Services; (30d) days following issuance of notice using commercially reasonable efforts to make available to the breaching Customer, pursuant to mutually agreeable terms and conditions, any third party under Section 14.F.services then being used by the Supplier in connection with the Services; and D. Sections 3-6, 8, 9 (e) such other activities upon which the Parties may agree.] 16.8 The provisions of Clauses 7,8,10,11,12,13,15,17,18 and 10-14 of this Agreement 20 shall survive termination of any Statement of Work or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 9.1 This Agreement shall be effective as commence on 9.2 The Initial Term of 3 years shall commence on the Effective Date Agreement date stated at clause 9.1. 9.3 The Term of this Agreement shall repeat continually for a term of additional 3 year periods unless or until terminated by one (1) year. This Agreement will renew automatically Party providing at least 3 calendar months prior written notice to the other to expire at the end of the initial Initial Term or on any subsequent 3 year anniversary term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termthereafter. B. 9.4 Either Party may has the right to terminate this the Agreement with or without cause on thirty (30) days’ written notice to immediately if the other Party.other: C. Upon termination or expiration 9.4.1 has committed a material breach of this Agreement, Publisher will have no obligation unless such breach is capable of remedy, in which case the right to pay the Annual Fee for subsequent terms and terminate immediately will be under no obligation exercisable if the other Party has failed to continue remedy the breach within 30 days after a written notice to make Content available do so; or 9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for archiving as Archived Content. Except as otherwise provided the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in this Agreement, if there shall be no uncured material respect of the whole or any part of its assets. 9.5 Further in the event of (i) Termination (that may conclude suspension); or (ii) Any breach of this Agreement a Customer Payment Obligation for whatever reason the Customer will on receipt of demand, pay to Reduce My Bills Ltd the Breach Fee. The Breach Fee shall entirely at Reduce My Bills Ltd discretion with be a payment either (i) Representing the Subscription Payment or such balance of the Subscription Payment yet to be paid to Reduce My Bills Ltd (ii) A fixed amount of £750. VAT is due to be paid on a Breach Fee. 9.5.1 The Customer agrees that the Breach Fee is due to be paid within seven days of receiving demand for the same and that it enjoys no right of set off, defence, counter claim or other reason to withhold or delay payment. The Customer agrees that the Breach Fee, represents the reimbursement of loss suffered by Reduce My Bills Ltd resulting from the Customer non-payment Breach. It does not represent an unfair gain or windfall on the part of CLOCKSS, CLOCKSS shall have Reduce My Bills Ltd that is in the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon nature of or is capable of falling within the occurrence definition of a Trigger Eventpenalty. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For The Subscription Payment for the purposes of this Agreementclause is calculated on the basis of the subscription charge and period as set out in the Contract at Schedule 2. 9.6 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cancellation or expiration of this Agreement shall survive termination or expiration of under this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentClause 9.

Term and Termination. A. This 11.1 The term of this Agreement shall be effective as of the date the applicable Customer’s representative checked the “I Accept” as described on above (the “Effective Date for a term Date”), and shall continue with full force and effect until the later of one (1) year. This Agreement will renew automatically at the end delivery of the initial term applicable Survey Materials, completion of any applicable services and delivery of any other information as set forth in the Quotation, unless the Agreement is terminated earlier in accordance with the provisions of this article (the “Term”). 11.2 In the case the Customer is located in the Province of Ontario, IQMH may immediately terminate the Agreement for successive one convenience and without liability to the Customer, upon written notice, in the event the Ontario Ministry of Health terminates or reduces any funding to IQMH for the Proficiency Testing program in Ontario. 11.3 IQMH may terminate the Agreement for convenience and without liability to the Customer upon twelve (112) year renewal terms unless months written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termCustomer. B. 11.4 Either Party may terminate this Agreement for cause and with or without cause on thirty (30) days’ immediate effect by written notice to the other Party in the event the other Party. C. Upon termination : (i) breaches the terms of Article 8 (Confidentiality and Personal Information) or expiration Article 7 (Intellectual Property) or (ii) breaches any other Articles of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material including any breach of this the Agreement on and such breach remains uncured for a period of fifteen (15) days following the part date of CLOCKSSthe Notice by the non-breaching Party; or (iii) in the case of bankruptcy or insolvency proceedings are instituted by or against the other Party, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files)other Party is adjudicated a bankrupt, Publisher shall have becomes insolvent, makes an assignment for the right to withdraw benefit of creditors or proposes or makes any arrangements for the liquidation of its Archived Content, and terminate this Agreement or, if such breach occurs debts or a receiver or manager is appointed with respect to surviving obligations of CLOCKSS after termination all or any part of the Agreement, terminate any post-assets of the other Party. 11.5 Upon expiry or termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach the Customer shall, and shall be deemed uncured if cure cause Customer Personnel, to cease using IQMH’s Confidential Information, Intellectual Property, and use of the Portal. The Customer shall not have been made within thirty (30) days following issuance immediately return to IQMH, or securely destroy, with certification thereof provided to IQMH, without any right of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination compensation or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSSindemnity, all rights granted IQMH’s Confidential Information and Intellectual Property disclosed to CLOCKSS shall terminateor received by the Customer or Customer Personnel, or to which the Customer, or Customer Personnel, has had access through the Portal, during the Term, including all copies, reproductions, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentany part thereof. For clarity, the foregoing excludes any Customer Proficiency Testing Survey results.

Term and Termination. A. This Agreement 9.1 The Services shall be effective as provided during the periods specified in the Assignment Schedule unless otherwise agreed. The duration of the Effective Date for a term of one (1) year. This Agreement will renew automatically at initial Assignment may be extended by agreement in writing between the parties and these Terms, unless excluded in writing shall be deemed to apply to such extended Assignment period(s). 9.2 At the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Assignment, the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will Employment Business shall be under no obligation whatsoever to continue offer further work to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementthe Contractor, and the Contractor shall be under no obligation whatsoever to accept any further work, if there offered. 9.3 The Employment Business shall be entitled to suspend or terminate the Assignment forthwith without notice or liability at any time in the event of any of the following: 9.3.1 The Client requests that the Services cease or that the Contract Resource be removed from the Assignment for any reason (and such Contract Resource is not replaced under Clause 2.3 hereof); 9.3.2 The Contractor or the Contract Resource is in the sole opinion of the Client negligent, incompetent or unsuitable in the performance of the Services; 9.3.3 The Contractor or the Contract Resource’s inappropriate behaviour, breaks in service without prior agreement, lack of technical ability, lack of performance, or repeated commission of minor breaches of these Terms or Client rules and regulations; 9.3.4 References, approvals, certificates, clearances, PES or consents referred to in clause 1.4 are not obtained within the time limit detailed in the Assignment Schedule, or where no uncured material breach such time limit is stated, within 30 days of the intended Start Date of the Assignment; 9.3.5 The Client fails to contract with the Employment Business for the Assignment within 14 days of the start date specified on the Assignment Schedule, or the Client cancels the Assignment at any time prior to such start date; 9.3.6 Career or personal references are unsatisfactory to the Employment Business or the Client; 9.3.7 It transpires that information provided by the Contractor in connection with the Assignment (including without limitation its corporate details, insurance coverage or compliance with its legal obligations) is not or ceases to be true, accurate or complete; 9.3.8 The Contract Resource is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); 9.3.9 The Contractor fails, or is unable, to pay its debts when they fall due or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against it; 9.3.10 The Contractor fails to fully comply with its obligations under any Tax Legislation or fails to comply with its obligations under this Agreement on in connection with such Tax Legislation. 9.4 The Contractor accepts that termination under sub- clauses 9. 3.1 to 9.3.6 shall arise as a direct result of the part unilateral decision/action of CLOCKSSthe Client, CLOCKSS and it shall have no complaint or claim against the Employment Business as a result notwithstanding any dispute in respect of facts alleged by the Client. 9.5 Unless varied in the Assignment Schedule, the Employment Business may terminate the Assignment without cause and for whatever reason by giving written notice of: 9.5.1 Five calendar days if the Assignment has not commenced, or is of 8 weeks or less duration; 9.5.2 Fourteen calendar days if the Assignment is for more than 8 weeks but less than or equal to 26 weeks duration; 9.5.3 Twenty-eight calendar days if the Assignment is for more than 26 weeks duration. For the avoidance of doubt, unless expressly stated in the Special Conditions or elsewhere in the Assignment Schedule, the Contractor shall have no right to continue terminate the Assignment upon notice without cause. 9.6 Save for the bona fide purpose of solvent reconstruction or amalgamation, if any action, application or proceeding is taken in respect of either party for (i) a voluntary arrangement or composition or reconstruction of its debts; (ii) the presentation of an administration petition; (iii) its winding-up or dissolution; (iv) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer or (v) any similar action, application or proceeding in any jurisdiction to preserve which it is subject or if it is unable to pay its debts, the other party may without prejudice to any Archived Content received from Publisher of its other rights, terminate the Assignment forthwith by notice in writing. 9.7 The Contractor acknowledges that the continuation of an Assignment is subject to and to release such Archived Content conditional upon the occurrence continuation of a Trigger Eventthe corresponding contract entered into between the Employment Business and the Client (the “Master Agreement”). If there In the event that the Master Agreement (or any part thereof) is terminated for any reason, the Assignment shall be an uncured material breach by CLOCKSS (such cease with effect from the same date as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the AgreementMaster Agreement (or any part thereof) takes effect and without further liability of the Employment Business to the Contractor for notice or payment in lieu thereof. The Employment Business will endeavour to give reasonable notice (based on the period of notice between the Employment Business and the Client) in the event that such circumstances arise. 9.8 Termination of an Assignment will be effective from the date that a valid termination notice under this Clause 9 is provided to the other party either verbally or in writing. Where notice has been provided verbally, terminate this must be confirmed in writing at the earliest opportunity. 9.9 Termination of an Assignment under any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach provisions hereof shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice without prejudice to the breaching party under Section 14.F. D. Sections 3-6rights and obligations of the parties arising hereto prior to, 8or as a result of, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Term and Termination. A. 23.1 This Agreement shall be become effective as of the Effective Date and unless earlier terminated as permitted by this Agreement, shall remain in full force and effect for a period of [***] from the later of the Effective Date or the completion of all Services under all accepted Purchase Orders issued prior to the [***] of the Effective Date (“Initial Term”). The term of one this Agreement shall automatically be extended for subsequent periods of [***] (1“Extension Term”) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other terminated by a Party at least sixty (60) days [***] prior to the end of the initial term Initial Term or prior to the applicable renewal termend of each Extension Term. B. Either 23.2 This Agreement, and any Product Schedule, may be terminated by a Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party.Party under the following conditions: C. Upon termination or expiration (a) in the event of a material breach of this Agreement, Publisher will have no obligation or a Product Schedule, the non-breaching Party may terminate this Agreement, or the applicable Product Schedule if after [***] written notice from the non-breaching Party specifying the breach the other Party fails to pay cure such breach within the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as [***] period; (b) if otherwise provided explicitly stated in this Agreement; (c) if the other Party files a petition in bankruptcy or of insolvency, or is adjudicated insolvent, or takes advantage of the insolvency law in any state or country, or makes an assignment for the benefit of creditors, or a receiver, trustee or other court officer is applied for or appointed for its property (which, in the case of any involuntary proceeding or assignments, are not dismissed within [***]); (d) by FRESENIUS if there COMPANY undergoes a Change Of Control to a FRESENIUS Competitor (defined below). For this purpose, COMPANY shall be no uncured material breach notify FRESENIUS without undue delay of such Change Of Control and the identity of the then controlling FRESENIUS Competitor. In the event that FRESENIUS elects to exercise its right of termination under this Section 23.2(d), it must notify COMPANY within [***] of receipt of notice from COMPANY and unless a shorter period is agreed to with COMPANY, FRESENIUS will continue to supply COMPANY according to the terms of this Agreement on and all its Attachments for [***] following the part COMPANY’s receipt of CLOCKSS, CLOCKSS shall notice of termination from FRESENIUS. [***]. 23.3 COMPANY will have the right right, in its sole discretion, to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, or any Product Schedule upon written notice if such breach occurs (i) FRESENIUS fails to obtain or maintain any material governmental licenses or approvals required in connection with respect the Services and FRESENIUS fails to surviving obligations re-instate material governmental licenses or approvals within [***]; or (ii) the FDA or other Authority in the Territory does not approve Product (or any product containing or comprised of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Product) days following issuance of for marketing or withdraws marketing approval upon [***] prior written notice to the breaching party under Section 14.F. D. Sections 3-6FRESENIUS. If COMPANY has agreed in a pending Product Schedule to any minimum purchase quantity of Product, 8COMPANY shall remain responsible to purchase, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due prior to the uncured material breach effective date of CLOCKSSsuch termination, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content[***].

Term and Termination. A. 15.1 This Agreement shall be effective as of enter into force and effect on the Effective Date and shall remain in full force and effect for a term of one the period set forth in the Proposal and/or Partner Order Form (1as applicable) yearunless earlier terminated as set forth herein (the “Initial Term”). This Following such Initial Term, the Agreement will renew shall be automatically at the end of the initial term renewed for successive one (1) year renewal terms unless written notice is delivered to otherwise specified in the Proposal or Partner Order Form or terminated earlier as set forth herein and/or unless either Party provides the other Party with at least sixty (60) days days' prior to written notice of non-renewal (each a “Renewal Term” and together with the end of Initial Term, the initial term or the applicable renewal term“Term"). B. 15.2 Either Party may terminate this Agreement with or without cause on immediate effect upon written notice if (a) the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days’ days after having received written notice to thereof; or (b) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law. C. 15.3 Upon termination or expiration of this Agreement: (i) the Software license granted to Customer under this Agreement shall expire, Publisher will have no obligation and Customer shall discontinue any further use thereof; (ii) Customer shall immediately delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control; and (iii) any sums paid by Customer to pay Company prior to the Annual Fee for subsequent terms date of termination are non- refundable, and will be under no obligation to continue to make Content available for archiving all outstanding fees and other charges that accrued as Archived Contentof termination, shall become immediately due and payable. Except as otherwise provided in this Agreement, if there shall be no uncured material breach The provisions of this Agreement on and any Order that, by their nature and content, must survive the part termination of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect in order to surviving obligations of CLOCKSS after termination of achieve the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the fundamental purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive so survive, including but not limited to Sections 11 and13 hereof. The termination or expiration of this Agreement shall not limit Company from pursuing any other remedies available to it under applicable law. If applicable, Customer shall be responsible for downloading its Customer Data prior to termination of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This 2.1 The initial term of this Agreement shall be effective commence on the Acceptance Date (as defined in Section 4.0) and terminate upon the expiration of the Effective Date for a term of set forth in the Ordering Document (the “Term”). The Customer may terminate this Agreement without cause by providing Starfish with ninety (90) days prior written notice, in which case Customer shall pay Starfish an early termination fee equal to one (1) year. This Agreement will renew automatically at ’s Subscription Fee (as defined in Section 3.1) or the end Subscription Fee due for the remainder of the initial term for successive one Term, whichever is less. If three (13) year renewal terms unless written notice is delivered to or more years remain on the other Party at least sixty Subscription the early termination fee will equal two (602) days prior to the end of the initial term or the applicable renewal termyear’s Subscription Fee. B. 2.2 Either Party may terminate this Agreement for “cause” if the other Party breaches its representations or obligations under this Agreement or the Ordering Document (including without limitation the failure to pay any Fees when due) and fails to cure such breach within thirty (30) days after receipt of written notice from the Party alleging said beach or such longer period as the Parties may agree, provided that the Customer may not terminate this Agreement for “cause” if the cause of the breach is not within Starfish’s control. Notwithstanding the foregoing, the cure period for non- payment of Fees shall be five (5) days after receipt of written notice. In addition, Starfish may terminate this Agreement at any time without “cause” by providing the Customer with or without cause on thirty (30) days’ prior written notice to the other Partynotice, in which case Starfish shall reimburse Customer for any prepaid Fees. C. 2.3 Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms Customer shall cease using the Solution and will be under no obligation to continue to make Content available for archiving Starfish shall cease rendering any services, including without limitation Technical Support (as Archived Content. Except as otherwise provided defined in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger EventSection 5.1). If there the Agreement is terminated by the Customer for “cause”, then Starfish shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice refund to the breaching party under Section 14.F. D. Sections 3Customer a pro-6rata portion of any Prepaid Fees. If the Agreement is terminated by Starfish for “cause”, 8, 9 then any unpaid Fees that would have become due during the Term currently in effect shall become immediately due and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentpayable.

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this clause 14, commence on the Effective Date and shall continue for a term of one (1) year. This Agreement will renew the Initial Subscription Term and, thereafter, this agreement shall be automatically at the end of the initial term renewed for successive one periods defined by the Renewal Period, unless: (1a) year renewal terms unless written notice is delivered either party cancels the Subscription; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the 14.2 Without affecting any other right or remedy available to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party it, either party may terminate this Agreement agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Partyparty if: (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment; (b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement. C. Upon termination 14.3 Scienap or expiration of the Customer may terminate this Agreement, Publisher will have no obligation agreement at any time for any reason. Scienap must provide at least 30 days notice if the Customer is not in default. The Customer does not need to pay the Annual Fee for subsequent terms provide any notice and will be under no obligation to continue to make Content available for archiving as Archived Contentrefunded if applicable in accordance with clause 14.4. Except as otherwise provided in this Agreement, if there shall be no uncured material breach This refund is unconditional. 14.4 On termination of this Agreement on agreement for any reason: (a) all licences granted by Scienap under this agreement shall immediately terminate and the part Customer shall immediately cease all use of CLOCKSSthe Services and/or the Documentation; (b) each party shall return and make no further use of any equipment, CLOCKSS property, Documentation and other items (and all copies of them) belonging to the other party; (c) Scienap may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause (b), unless Scienap receives, no later than ten days after the date of termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data held by Scienap. Scienap shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Scienap in returning or disposing of Customer Data if termination is due to the Customer; (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty be affected or prejudiced; (30e) days following issuance of notice the Customer shall immediately pay to Scienap all sums outstanding under this agreement; and (f) Scienap will refund any unused Subscription Fees to the breaching party under Section 14.F. D. Sections 3-6Customer. An administration fee may be charged by Scienap for termination. This fee will not exceed £30+VAT or 30 days Subscription Fees, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to whichever is the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentlower.

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule B, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. Employee will be employed under this Agreement for an initial term of two years (the "Initial Term"), beginning on the date of the Agreement (the "Effective Date"). This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms periods after the completion of the Initial Term unless either party gives written notice is delivered of termination at least 30 days prior to the expiration of the Initial Term or any renewal term. Notwithstanding the foregoing, either party may terminate this Agreement at any time, with or without cause, by giving 30 days written notice of termination to the other Party at least sixty party, and upon termination, neither party will have any continuing obligation to the other party, except as follows: (60a) days if the Company terminates this Agreement without Cause (as defined below) prior to the end of the initial term or first year of the applicable renewal term. B. Either Party may terminate Initial Term, then the Company will be obligated to continue paying Employee's base salary and employee benefits pursuant to Section 4 hereof for a period of six (6) months after such termination; and (b) the provisions of Sections 5, 6 and 7 hereof will survive any termination of this Agreement for any reason in accordance with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contenttheir terms. Except as otherwise provided As used in this Agreement, if there termination for "Cause" shall mean any termination of Employee for (a) refusal to perform duties assigned, or disobedience of orders and directives issued to Employee; (b) violation of any rule or regulation of which Employee has notice and that may be no uncured material established from time to time for the conduct of the Company's business, (c) unlawful misconduct by Employee, including, without limitation, the commission of an act of fraud or embezzlement against the Company or commission of a crime involving moral turpitude, (d) consistent willful misconduct or negligence in performing Employee's duties hereunder, (e) breach of this Agreement on fiduciary duty in connection with Employee's employment by the part Company or (f) a breach of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes terms of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 11.1 This Agreement shall be effective as of is in full force and effect during the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termTerm. B. 11.2 Either Party party (Terminating Party) may terminate this Agreement with or without cause on thirty by giving the other party at least: (30a) 30 days’ prior written notice to notice, where Customer is the other Terminating Party; or (b) 120 days’ prior written notice, where Taxlab is the Terminating Party. C. Upon termination or expiration of 11.3 Either party may terminate this Agreement, Publisher will have no obligation to pay Agreement if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party: (a) is in this Agreement, if there shall be no uncured material breach of this Agreement on and fails to remedy such breach within 14 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or (b) goes into liquidation or has a receiver or statutory manager appointed of any of its assets, becomes insolvent or makes any arrangement with creditors. 11.4 On termination of this Agreement for any reason: (a) all licences granted under this Agreement will immediately terminate and Customer must cease using the Subscription Services and the Documentation; (b) each party will return, and make no further use of, any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; (c) Taxlab will retain Customer Data for such period reasonably required so that it can comply with relevant laws, regulations and the Tax Office Conditions (if any). Taxlab will also hold Customer Data in the form approved by the Tax Office, and allow the Tax Office to access Customer Data in a way approved by the Tax Office; (d) Following Customer’s written request, Taxlab shall provide Customer, and/or allow Customer to export, a copy of Customer Data in a meaningful and usable format specified by Taxlab within 30 Business Days of Customer’s request. Customer acknowledges that exported Customer Data cannot be used as a restore function and may not be suitable for import or upload as part of CLOCKSSany subsequent subscription to the Subscription Services and/or any other third party system; (e) Provided that Taxlab is complying with relevant laws, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher regulations and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored filesTax Office Conditions and has met its obligations under clause 11.4(d), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after at any time following termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured Taxlab: (i) will, if cure shall not have been made requested by Customer in writing or through functionality within thirty the Subscription Services, permanently delete any Customer Data from any of its production or other systems, where reasonably practical to do so; or (30ii) days following issuance of may at its discretion and by providing at least 30 days’ prior written notice to Customer, permanently delete any Customer Data from any of its production or other systems; (f) Customer acknowledges and agrees that: (i) it may not be reasonably practical to permanently delete Customer Data where such Customer Data is held in backups; and (ii) permanently deleted Customer Data cannot be recovered; (g) the breaching party under Section 14.F.accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including clauses 5.3 and 11.4) will not be affected or prejudiced; D. Sections 3(h) (except where Customer has terminated in accordance with clause 11.3), Customer will: (i) not be entitled to a refund of any Subscription Fees pre-6, 8, 9 paid to Taxlab for unused Subscription Services; and (ii) be liable to pay the Subscription Fees on a pro-rata basis for each day up to and 10-14 including the date of termination of this Agreement shall survive to the extent that Customer has not paid for the use of the Subscription Services on those days; (i) notwithstanding clause 11.4(b) Taxlab may retain and continue to use after termination or expiration of this Agreement. However, upon termination by Publisher due to Agreement any aggregated and Anonymised data that is derived from the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentCustomer Data.

Term and Termination. A. (a) This Agreement shall be effective as of commence on the Effective Date and shall remain in effect for a term of one [one] year, unless earlier terminated pursuant to this Section 4 (1) year“Initial Term”). This Agreement will renew shall automatically at the end of the initial term be renewed for successive one additional [one] year terms (1“Renewal Term”) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termearlier terminated pursuant this Section 4. B. Either Party (b) This Agreement may be terminated as follows: (i) Any party may terminate this Agreement with or without cause on upon 120 days’ prior written notice to the other parties. In the event a party elects to terminate this Agreement without cause, the Publishing Party shall be entitled to receive payment of Publishing Fees in respect of each Qualified Referral which was referred prior to the date of such notice of termination, for the full term of the applicable Qualified Insertion Order. (ii) Any party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party. C. Upon termination or expiration for a material breach of this Agreement, Publisher will have no obligation provided that the breaching party fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of its receipt of such notice by the non-breaching party. Any party may terminate this Agreement in the event the other party fails to timely pay the breaching applicable Publishing Fees due and owing under this Agreement. (c) Upon expiration or termination of this Agreement, (i) the Operating Companies and Travelzoo shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between them, (ii) the Operating Companies and Travelzoo agree not to act in any way to damage the reputation of the other’s products or services, and (iii) each party under Section 14.F. D. Sections 3-6shall cease to promote, 8solicit, 9 and 10-14 or procure orders for any insertion orders to be published by the other party. A party’s publishing of Qualified Insertion Order after termination of this Agreement shall survive termination not be construed as a renewal or expiration extension of this Agreement. However, upon termination by Publisher due or as a waiver of the right to terminate or of any other matter or right and, subject to the uncured material breach terms of CLOCKSSthe License Agreement, all rights granted each of the parties shall have the right after the termination of this Agreement to CLOCKSS shall terminatedeal with, and CLOCKSS shall provide solicit orders from, any and all persons and entities, including referred Advertisers or potential referred Advertisers, who dealt with or were referred by the Referring Party, without any liability of any kind to Publisher proof of destruction of all Archived Contentthe Referring Party.

Term and Termination. A. This 10.1. The term of this Agreement shall be effective as of begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a term period of one (1) year. This Agreement will renew automatically at ten Years beginning with the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termFirst Shipment Date. B. Either 10.2. Each Party may terminate this Agreement with or without cause on thirty (30) days’ may, at its discretion, upon written notice to the other Party., and in addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following: C. 10.2.1. Upon termination or expiration a material breach of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within **** days after receiving written notice thereof; provided, however, that such cure period shall not modify or extend the **** day cure period for HOKU’s delivery obligations pursuant to Section 4.3 above; and provided, further that such **** day cure period shall not apply to JINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the event of JINKO’s failure to make payment on the **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if there shall be no uncured payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the part Commission. 10.2.2. Upon the voluntary or involuntary initiation of CLOCKSSbankruptcy or insolvency proceedings against the other Party; provided, CLOCKSS that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 10.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 10.2.4. In accordance with the provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement. 10.2.5. Without limiting the foregoing, JINKO shall have the right to continue terminate this Agreement immediately if HOKU fails to preserve any Archived Content received from Publisher and deliver the first shipment of the Minimum Monthly Quantity of Products on or before December 31, 2009. 10.3. Subject to release such Archived Content upon the occurrence effectiveness of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlythis Agreement, a material breach in security or corruption or the stored files), Publisher HOKU shall have the right to withdraw its Archived Content, and thereafter terminate this Agreement orif (A) on or before March 25, if such breach occurs with respect 2009, JINKO has failed to surviving obligations pay the Third Deposit, in which case HOKU may retain the Initial Deposit of CLOCKSS after fifteen million (15,000,000) U.S. dollars as liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages. 10.4. Upon the expiration or termination of this Agreement howsoever arising, the Agreementfollowing Sections shall survive such expiration or termination: Sections 2 (Definitions); Section 8 (Product Quality Guarantee), terminate Section 9 (Inspection and Return Goods Policy); Section 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions). 10.5. If JINKO terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any post-funds remaining on the Total Deposit on such date of termination rights shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of CLOCKSS under this Agreement at the Agreement. For the purposes of time it terminates this Agreement, a then HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 12). If HOKU terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, or 13 then HOKU shall be deemed uncured if cure shall entitled to retain the Total Deposit including any funds remaining on the Total Deposit on such date of termination in accordance with Section 12. “Funds remaining” on the Total Deposit are funds not have been made within thirty (30) days following issuance applied against JINKO’s purchase of notice Product, pursuant to the breaching party under Section 14.F. D. Sections 3-66.4 above, 8, 9 and 10-14 of for Product actually shipped to JINKO hereunder. If JINKO terminates this Agreement shall survive termination pursuant to Section 10.2.1 or expiration of 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, then one hundred fifty percent (150%) of the funds remaining on the Total Deposit on such date of termination shall be returned to JINKO. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.JINKO Initials & Date HOKU Initials & Date

Term and Termination. A. This a. Unless earlier terminated as provided for in this Agreement, the initial term of this Agreement shall be effective as for two (2) years commencing with the Effective Date. After the initial term, this Agreement may be renewed by the written mutual agreement of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termparties. B. b. Either Party party may terminate this Agreement with or without cause on thirty (30) days’ by written notice to the other Partyparty in the event the other party materially breaches this Agreement and such breach, if capable of cure, remains uncured for 30 days following written notice by the terminating party. C. c. AAHA may terminate this Agreement immediately for the misuse of any Member List; a breach of any provision described in Paragraph 6b above. d. Either party may terminate this Agreement immediately upon written notice to the other party if, in the reasonable opinion of the terminating party, the continued performance of this Agreement or any part thereof might subject the terminating party or its affiliates to unfavorable regulatory action, civil action, violate any law, infringe upon the rights of third parties, or subject the terminating party or its affiliates to liability for any reason. e. AAHA may terminate this Agreement immediately upon written notice to PetCARE TV in the event that the AAHA Version contains material not included in the script provided to, and pre-approved by, AAHA under paragraph 3(f) of this Agreement. f. This Agreement may also be terminated upon fifteen (15) day's written notice by AAHA upon the occurrence of any of the following events: (i) PetCARE TV ceasing to function as a going concern, becoming insolvent, making an assignment for the benefit of creditors, filing a petition in bankruptcy, permitting a petition in bankruptcy to be filed against it, admitting in writing its inability to pay its debts as they become due, or having a receiver appointed for a substantial part of its assets; or (ii) the sale, dissolution or liquidation of PetCARE TV or the sale of substantially all of PetCARE TV's assets; or (iii) PetCARE TV's failure to make any payment of royalties to AAHA when due. g. Upon any termination or expiration of this Agreement, Publisher will have no obligation each party shall immediately cease to pay use the Annual Fee for subsequent terms Trademarks of the other party, and will be under no obligation PetCARE TV shall cease to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on use the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher Member Lists and to release such Archived Content upon the occurrence of a Trigger Eventpromote its services as an AAHA Preferred Provider. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyUpon termination, a material breach in security or corruption or the stored files), Publisher shall have the right PetCARE TV agrees to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect either turn over to surviving obligations of CLOCKSS after termination AAHA all undistributed copies of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination AAHA Version or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsaid copies in a form satisfactory to AAHA. h. In the event that AAHA terminates this Agreement due to a breach by PetCARE TV, PetCARE TV will be responsible for the payment of royalties due AAHA through the date of termination.

Term and Termination. A. This 7.1 The term of this Agreement shall be effective as begin on the Commencement Date and shall terminate on the fifth anniversary of the Effective Commencement Date (the “Initial Term”); provided, however, that, subject to the succeeding sentence, the Parties may extend this Agreement for a term up to two additional terms of one (1) year. This Agreement will renew automatically at two years each on the end same terms and conditions by mutual written consent of the initial term for successive one Parties. At any time after the expiration of the Initial Term, either party may terminate this Agreement upon [***] advance written notice. (1a) year renewal terms unless written notice is delivered If either Party shall at any time materially fail to abide by or fail to perform in accordance with any of the material provisions of this Agreement, the other Party at least sixty (60) days prior shall have the right to terminate this Agreement upon [***] days’ notice to the end allegedly defaulting Party specifying the default complained of, setting forth the underlying reasons for its belief a default has occurred and the remedy sought. The Party allegedly in default may cure the asserted breach or file a lawsuit within the notice period; provided, however, that before a Party shall be entitled to file a lawsuit, the parties shall meet and in good faith attempt to resolve the dispute. If a lawsuit is filed, the Agreement shall continue in full force and effect as if the alleged breach had not occurred, pending the outcome of the initial term or the applicable renewal termsuch litigation. [***] Confidential Treatment Requested. B. Either (b) If either Party (i) institutes or has instituted against it any insolvency, receivership, bankruptcy or other proceedings for the settlement of that Party’s debts, and such proceedings are not dismissed within [***], (ii) makes an assignment for the benefit of creditors, or (iii) dissolves or ceases to do business, the other Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Partynotice. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there 7.3 This Agreement shall be subject to immediate termination by either Party in the event the manufacture, distribution or sale of any Product would materially contravene any applicable Law or administrative order; provided, however, no uncured material breach termination shall occur if the manufacture, distribution or sale of such Product can be brought into compliance with such Law within a reasonable period of time following the notice of non-compliance or violation. 7.4 Termination of this Agreement on the part of CLOCKSS, CLOCKSS for any reason shall have the be without prejudice to: (a) PFIZER’s right to continue to preserve any Archived Content received receive all payments due from Publisher and to release ANDRX as of the effective date of such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS termination, if any; (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the b) ANDRX’s right to withdraw sell such Product remaining in its Archived Contentinventory; and (c) Any other legal, and terminate this Agreement orequitable, if such breach occurs with respect or administrative remedies as to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, which a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination Party is or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentmay become entitled.

Term and Termination. A. 22.1 This Agreement shall be effective as of will commence on the Effective Date and will continue: 22.1.1 for a term fixed period of one xxx years from the Support Date (1) year. This Agreement will renew automatically at the end of "Initial Term"); 22.1.2 if the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party Client so requests in writing at least sixty three (603) days calendar months prior to the end of the initial term Initial Term, after the Initial Term on the same terms (other than changes to the Charges agreed in accordance with clauses 15.3 and 15.4, or as otherwise agreed between the Parties in writing) for a period of XXXX (the “first Subsequent Term"); and unless terminated earlier by either party in accordance with this Agreement. For the avoidance of doubt, nothing in the Agreement shall oblige the Client to extend the Agreement for the first Subsequent Term or the applicable renewal termsecond Subsequent Term. B. Either Party 22.2 If the Client provides notice to extend the Agreement for a first Subsequent Term or a second Subsequent Term, the Parties shall prior to commencement of the relevant Subsequent Term review the Supported Software and agree the charges which apply for the relevant Subsequent Term. The Charges for any Subsequent Term shall not exceed the charges payable in the Year immediately prior to the relevant Subsequent Term. 22.3 The Client may terminate this Agreement with immediate effect by notice in writing at any time within three (3) months after the end of any Non-Performance period, provided that in respect of each calendar month during such Non-Performance period, the Client has notified the Supplier of the Supplier's failure to meet any Service Level. 22.4 The Client shall be entitled to terminate this Agreement for convenience at any time by giving the Supplier at least three (3) months’ notice in writing. If the Client terminates pursuant to this Clause 22.4 at any time during the Initial Term the Client shall not be entitled to any refund of Charges paid under this Agreement and shall pay to the Supplier a sum equal to the balance of the Charges due in respect of the Initial Term. If the Client terminates the Agreement pursuant to this Clause 22.4 during any Subsequent Term, the Client shall not be entitled to any refund of Charges paid under this Agreement. The sums referred to in this Clause shall be the Client’s sole and exclusive liability for termination of the Agreement in these circumstances and, except as set out in this clause, the Supplier shall not be entitled to any payment in respect of such termination. 22.5 Subject to Clause 25 (Dispute Resolution), either party may at any time terminate this Agreement and/or cancel or without cause on thirty discontinue any Services (30in whole or in part) days’ with immediate effect by giving written notice to the other Party.party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation 22.5.1 the other party fails to pay the Annual Fee for subsequent terms and will be any amount due under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 22.5.2 the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, other party commits a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate of any term of this Agreement or, (other than failure to pay any amounts due under this Agreement) and (if such breach occurs with respect is remediable) fails to surviving obligations remedy that breach within a period of CLOCKSS thirty (30) days after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreementbeing notified in writing to do so. For the avoidance of doubt, if the Supplier’s performance against the Service Levels meets the Termination Threshold set out in Schedule 2 (Service Level Agreement) this shall be a material breach for the purposes of this Agreement; 22.5.3 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 22.5.4 the other party or any of its holding companies becomes insolvent or has a receiver, administrative receiver, administrator or similar officer appointed or applies for or has called a material breach shall meeting of creditors or resolves to go into liquidation (except for a bona fide amalgamation or reconstruction while solvent where the resulting entity agrees to be deemed uncured if cure shall bound by and assumes that party's obligations under this Agreement) or has a petition lodged against it in relation to any potential insolvency which is not have been made successfully opposed within thirty (30) days following issuance of being lodged or an application is made to appoint a provisional liquidator of the other party or an administration order or notice of intention to appoint an administrator is given in relation to the other party or a proposal is made for a voluntary arrangement or any other composition, scheme or arrangement with or assignment for the benefit of any of the other party's creditors or any event analogous to any of the foregoing occurs in any jurisdiction; or 22.5.5 the other party ceases or threatens to cease to carry on its business. 22.6 The Supplier may, without prejudice to its other rights or remedies, terminate this Agreement immediately by notice to the breaching party under Section 14.F.Client if the Client: D. Sections 322.6.1 undergoes a change of Control; 22.6.2 sells all of its assets or is merged or re-6, 8, 9 and 10-14 organised in circumstances where it is not the surviving entity; or 22.6.3 disputes the ownership or validity of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentSupplier's Intellectual Property Rights.

Term and Termination. A. This a. The Term of this Agreement shall be effective begin on the Commencement Date and shall continue through the Expiration Date as indicated in this Agreement. b. In the event of: i) Customer’s material breach because Customer fails to make any payment within thirty (30) days of the Effective Date date of invoice, or ii) any other material breach of this Agreement by Customer which shall continue for thirty (30) or more days after Notice of such to Customer, L3Harris shall be entitled to avail itself cumulatively of any and all remedies available at law or in equity and either: i) suspend performance of its obligations under this Agreement for as long as the breach remains uncorrected; or ii) terminate this Agreement by written Notice to Customer if the breach remains uncorrected. c. In the event of a term material breach of one (1) year. This this Agreement will renew automatically at the end by L3Harris, Customer shall provide L3Harris with a reasonably detailed Notice of the initial term for successive one breach. L3Harris will have thirty (1) year renewal terms unless written notice is delivered to the other Party at least sixty (6030) days prior to provide a written plan to cure the end default and begin implementing the cure plan immediately after the plan is approved by Customer. Customer shall not unreasonably disapprove of such cure plan. If L3Harris does not satisfy the initial term or the applicable renewal term. B. Either Party requirements of this clause, Customer may terminate this Agreement with or without cause on effective upon giving a thirty (30) days’ written notice to the other PartyNotice of termination. C. Upon d. If L3Harris, in its sole discretion, provides Services after the termination or expiration Expiration Date of this Agreement, Publisher the terms and conditions in effect at the time of the termination or Expiration Date will have no obligation apply to those Services and Customer agrees to pay the Annual Fee for subsequent terms and such as Demand Services. e. Any termination of this Agreement will be under no obligation not relieve either Party of obligations previously incurred pursuant to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall including payments which may be no uncured material breach due and owing at the time of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right termination. All sums owed by Customer to continue to preserve any Archived Content received from Publisher L3Harris will become due and to release such Archived Content payable immediately upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. HoweverUpon the effective date of termination, upon termination by Publisher due L3Harris will have no further obligation to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentServices.

Term and Termination. A. This 10.1 Subject to earlier termination in accordance with one of the other provisions of this clause 10 or as set out elsewhere in the Agreement, the Agreement shall be effective as (unless otherwise agreed by the parties in the Order Form) take effect from the Commencement Date and will continue until the day immediately preceding the third anniversary of the Effective Commencement Date (the “Initial Term”). The term of the agreement shall automatically extend for a term period of one 12 months (1“Renewal Term”) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms Initial Term and at the end of each Renewal Term and, without prejudice to clause 9.4, the Fees payable in respect of such Renewal Period will be Frog’s then- current standard rates, unless either party gives written notice is delivered to the other Party at least sixty (60) party, not later than 60 days prior to before the end of the initial term Initial Term or the applicable renewal termrelevant Renewal Term, to terminate this agreement at the end of the Initial Term or the relevant Renewal Term, as the case may be. B. Either Party may terminate 10.2 In the event that this Agreement with expires or without cause on thirty (30) is terminated for any reason, the Customer will not be entitled to any refund of any Fees or rates paid to Frog. 10.3 This Agreement may be terminated immediately by Frog giving not less than seven days’ written notice to the other Partyif the Customer suffers an Insolvency Event. C. Upon 10.4 Frog may terminate this Agreement immediately if: 10.4.1 the Customer has failed to pay any sums due to Frog under this Agreement within 30 days of the dates on which any such sums are due; or 10.4.2 the Customer has committed a material breach of the Agreement and (in the case of a breach capable of being remedied) this has not been remedied within 30 days of a written request to remedy the breach. 10.5 The Customer may terminate this Agreement immediately if Frog has committed a material breach of the Agreement and (in the case of a breach capable of being remedied) this has not been remedied within 30 days of a written request to remedy the breach. 10.6 Any termination of this Agreement under this clause 10 is without prejudice to any other rights or expiration remedies a party may be entitled to under this Agreement or at law. It does not affect any accrued rights or liabilities of either party nor any provision which is expressly or by implication intended to come into force on, or continue in force after, termination. 10.7 Any other provisions which expressly or impliedly continue to have effect after expiry or termination of this Agreement and the Licence shall survive expiry or earlier termination of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 12.1 This Agreement shall be effective as of commence on the Effective Date and will remain in effect for a term of one two (12) yearyears unless terminated in accordance with the terms set forth in this Agreement (the “Term”). This Agreement will Term shall automatically renew automatically at the end of the initial term for successive additional one (1) year renewal terms unless either Party gives at least thirty (30) days’ advance written notice is delivered that it does not intend to renew the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termAgreement. B. 12.2 Either Party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other PartyParty in the event such other Party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it, which involuntary petition is not discharged within sixty (60) days; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for all or any substantial part of its assets; (g) ceases conducting business in the normal course for at least ninety (90) days; (h) has all or any substantial part of its assets attached in a judicial proceeding (excluding consensual liens); or (i) experiences an event analogous to any of the foregoing in any jurisdiction in which all or any substantial part of its assets are situated. C. Upon termination 12.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach condition of this Agreement on and fails to remedy the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being given written notice thereof. 12.4 Following the expiration or termination of notice to the breaching party this Agreement, each Party’s rights and obligations under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive terminate and Customer shall be entitled to the immediate possession of all Customer Mining Equipment. Upon expiration or termination or expiration of this Agreement, the Parties shall cooperate to facilitate the removal of Customer Mining Equipment from the Premises at Customer’s sole cost; provided, however, that if Customer terminates this Agreement pursuant to Section 12.2 then Customer shall be reimbursed for the reasonable cost of relocating its Mining Equipment from the Premises. 12.5 If this Agreement is terminated or expires for any reason, Service Provider shall provide Customer with timely supervised access to any Premises in which Service Provider is hosting Customer’s Mining Equipment and reasonably assist Customer to modify, protect, or remove the Customer Mining Equipment, and Customer agrees to remove the Customer Mining Equipment in a commercially reasonable timeframe. HoweverThe Parties agree that, upon termination by Publisher due although Service Provider may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the uncured material breach Premises as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of CLOCKSS, all rights granted to CLOCKSS shall terminatethe Customer Mining Equipment or the Digital Asset Customer Allocation, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall promptly notify Customer if any such written claim or written notice related to the Customer’s Mining Equipment is received by Service Provider.

Term and Termination. A. This Agreement shall be effective as 10.1 The Initial Term of each order will commence on the Effective Date and will continue for a the Initial Term, as specified in the Order Form. The term of one (1) year. This Agreement will the order shall automatically renew automatically at the end of the initial term for successive consecutive one (1) year renewal terms periods (each, a “Renewal Term”) unless written notice is delivered to the other either Party at least provides not less than sixty (60) days days’ prior written notice of its desire not to renew in which event the end Term shall expire at the conclusion of the initial term Initial Term or Renewal term, as the applicable renewal termcase may be. B. 10.2 Either Party ("Initiating Party") may terminate the Agreement at any time forthwith by notice in writing if: (a) the other Party (the "Breaching Party") materially breaches the terms of this Agreement with or without cause on and (if the breach is capable of remedy) fails to remedy the breach within thirty (30) days’ Business Days after receipt of notice in writing from the Initiating Party giving particulars of the breach and requiring the Breaching Party to do so; (b) the other Party suffers an Insolvency Event; or (c) the other Party commits any material breach of the Agreement that is not capable of remedy. 10.3 If any Force Majeure event relied upon by either Party shall have been continually relied upon for more than sixty (60) consecutive days by such Party, and is continuing, the other Party shall be entitled to terminate the Agreement immediately upon written notice to the other Party. C. 10.4 Upon and after the termination or expiration of this the Agreement for any or no reason: (a) the Client’s rights granted hereunder will immediately terminate and the Parties shall cease all activities hereunder; (b) the Client shall pay all amounts due upon such effective date of expiration or termination of the Agreement; (c) Supplier shall, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part Client’s written request and, at the Client’s reasonable cost, provide reasonable assistance with the migration of CLOCKSSany Client Data to the Client’s IT systems; (d) Supplier shall, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence within three (3) months of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights delete all Client Data from its IT systems (except that Supplier may retain copies of CLOCKSS under the Agreement. For Client Data in accordance with its internal record keeping policies, and at all times subject to the purposes of confidentiality provisions in this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty ); and (30e) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 89, 9 11, 12, 13, 14 and 10-14 of this Agreement 15 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. 11.1 This Agreement shall be effective commence as of the Effective Date and, unless terminated sooner as provided herein, shall continue for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termTerm. B. Either Party 11.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.party if: C. Upon termination 11.2.1 the provision or expiration receipt of this Agreement, Publisher will have no obligation the Services becomes unlawful; 11.2.2 the other party fails to pay the Annual Fee for subsequent terms and will be any amount due under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have due date for payment and remains in default not less than fifteen (15) Business Days after being notified in writing to make such payment; 11.2.3 if the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, other party commits a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate of any term of this Agreement or, which breach is irremediable or (if such breach occurs with respect is remediable) fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being notified in writing to do so (such notification to include reference to this Clause 11.2.3); or 11.2.4 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business. 11.3 Sylvera may terminate this Agreement at any time in whole or in part by giving three (3) months’ written notice to the breaching party under Section 14.F. D. Sections 3-6Customer, 8, 9 and 10-14 provided that Sylvera shall refund to the Customer any amounts paid in advance as at the date of termination of this Agreement shall survive termination under this Clause 11.3. 11.4 Without prejudice to any other rights or expiration of remedies to which Sylvera may be entitled under this Agreement. However, upon termination by Publisher due if Sylvera knows or has reasonable grounds to suspect that the uncured Customer is acting in material breach of CLOCKSSits obligations under this Agreement, Sylvera may notify the Customer in writing accordingly and may immediately suspend the Customer’s and all rights Authorised Users’ access to the Services until such breach can be remedied or until Sylvera is satisfied, acting reasonably, that its suspicions are unfounded. If Sylvera suspends Customer’s access for 10 Business Days or longer and, upon investigation, determines that its suspicions were unfounded, Sylvera shall refund to Customer any amounts paid in respect of the period of suspension. 11.5 On termination of this Agreement for any reason: (i) all licences granted under this Agreement shall immediately terminate; (ii) each party shall return and make no further use of any Confidential Information, equipment, property and other items (and all copies of them) belonging to CLOCKSS the other party; and (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected or prejudiced.

Term and Termination. A. This 11.1 Unless otherwise agreed in a Sales Order Form and subject always to either party’s entitlement to terminate pursuant to this clause 11: (a) the Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, the Agreement shall automatically renew for successive periods of 12 months (each a term “Renewal Period”) unless either party gives written notice to the other to terminate the Agreement not less than 60 days before the end of one the Initial Subscription Term or any Renewal Period (1) year. This as the case may be), in which case the Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Period (1) year renewal terms unless as applicable). The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 11.2 Without prejudice to any other rights or remedies which the parties may have, Qubit may terminate the Agreement without liability to the Customer immediately on giving written notice is delivered to the Customer if the Customer fails to pay any undisputed amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment. 11.3 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause immediately on thirty (30) days’ giving written notice to the other Party.if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this the Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach of the Agreement where the breach is capable of remedy and fails to remedy that breach within fourteen (14) days after receiving written notice of such breach; or (b) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. 11.4 On termination of the Agreement for any reason: (a) all licences granted by CLOCKSS Qubit under the Agreement shall immediately terminate; (such b) each party shall (and the Customer shall procure that any applicable Customer Affiliate and Third Party User shall) return or destroy as directed by way the other party and make no further use of example onlyany equipment, a material breach in security or corruption property, Confidential Information, the Services (including the Script) and other items (and all copies of them) belonging to the other party; and (c) the accrued rights of the parties as at termination, or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of any provision expressly stated to survive or implicitly surviving or coming into effect after termination, shall not be affected or prejudiced. 11.5 For the Agreementavoidance of doubt, if the Customer has entered into more than one Agreement with Qubit, termination of one Agreement shall not, unless the parties otherwise mutually agree in writing, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother Agreements.

Term and Termination. A. 6.1 This Agreement shall be effective commence as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end and shall expire upon termination of the initial term for successive one (1) year renewal terms HPI Agreement unless written notice this Agreement is delivered earlier terminated pursuant to the other Party at least sixty terms of this Agreement (60) days prior to the end of the initial term or the applicable renewal term“Term”). B. Either Party 6.2 CNS may terminate this Agreement with or without cause on thirty (30) days’ by delivering a written notice of termination to ALI in the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation event that ALI fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving exercise Commercially Reasonable Development Efforts as Archived Content. Except as otherwise provided specified in this Agreement. In such instance, if there shall be no uncured material breach CNS must deliver the written notice of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right termination to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made ALI within thirty (30) days following issuance the last date upon which ALI may provide CNS evidence of its having exercised Commercially Reasonable Development Efforts by the Development Deadline. In the event that CNS fails to deliver a written notice of termination pursuant to this Section this Agreement shall continue in force regardless of any failure by ALI to put forth Commercially Reasonable Development Efforts. 6.3 Either Party may terminate this Agreement in the following circumstances: (i) If a Party believes that the other Party is in material breach of this Agreement, the non-breaching party may deliver a written notice of such material breach to the other party, such notice to describe in detail the nature of such breach. The allegedly breaching party shall have 60 days from receipt of such notice to cure such breach. Any such termination shall become effective at the end of such 60-day period unless the breaching party has cured any such breach prior to the expiration of such period; or (ii) this agreement may be terminated by a Party upon written notice to the breaching other Party in the event the other party under Section 14.F.becomes insolvent or if a petition in bankruptcy or for corporate reorganization or for any similar relief is filed by or against the other Party, or a receiver is appointed with respect to any assets of the other Party, or a liquidation proceeding is commenced by or against the other Party. D. Sections 3-6, 8, 9 and 10-14 of 6.4 If this Agreement shall survive termination or expiration of this Agreement. However, expires upon termination by Publisher due to of the uncured material breach of CLOCKSSHPI Agreement, all rights granted by CNS to CLOCKSS ALI hereunder shall terminaterevert to CNS or otherwise cease. 6.5 If this Agreement is terminated in its entirety by CNS pursuant to Section 6.2 or 6.3 all rights granted by CNS to ALI hereunder shall revert to CNS, and CLOCKSS upon CNS’s written request ALI shall provide grant CNS a royalty free non-exclusive license to Publisher proof of destruction all ALI know-how and patents and trademarks (if any) related to Licensed Products, including the transfer of all Archived ContentDevelopment Data, documentation and regulatory filings and registrations, and full rights therein, free of costs to CNS. 6.6 If this Agreement is terminated in its entirety by ALI pursuant to Section 6.3 all rights granted by CNS to ALI hereunder shall revert to CNS. Further, upon CNS’s written request ALI shall grant CNS a royalty free non-exclusive license to all ALI know-how and patents and trademarks (if any) related to Licensed Products, including the transfer of all Development Data, documentation and regulatory filings and registrations, and full rights therein subject to the Parties agreeing on appropriate consideration to ALI for such license.

Term and Termination. A. This As long as Customer has never ordered in any month during the Initial Term or any Renewal Period (as defined herein) less than the Minimum Monthly Charges (as that term is defined in the Service Exhibit attached hereto), the initial term (“Initial Term”) of the Agreement shall be effective two (2) years, commencing on the Commencement Date. Unless the Agreement is earlier terminated, as of provided for herein, and as long as Customer has never ordered in any month during the Effective Date for a term of one (1) year. This Agreement will Initial Term or any Renewal Period less than the Minimum Monthly Charges, the Initial Term shall automatically renew automatically at the end of the initial term for successive one terms of ninety (190) year renewal terms unless written notice is delivered days (each, a “Renewal Period”). Either party may terminate this Agreement for any reason by delivering to the other Party at least sixty party a written notice of non-renewal thirty (6030) days prior to the end termination of the initial term Initial Term or any active Renewal Period. Notwithstanding the applicable renewal term. B. Either Party foregoing, Planet may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following (“Planet Termination”): (i) Customer’s failure to pay any overdue invoice amount upon written or email notice by Planet or (ii) Customer’s material breach or violation of any provision of the Agreement that is not cured within [**] days of Customer’s receipt of written notice from Planet referencing such breach or violation; (iii) Customer ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors; (iv) Customer’s failure to cure any violation of the AUP within a reasonable amount of time; or (v) Planet determines in its sole discretion that Customer is continues to host content, despite being given a reasonable amount of time by Planet to remove such content, that may subject Planet to legal liability (in which case, Planet may also modify the Service to THE PLANET MASTER SERVICES AGREEMENT – Page 1 Customer initials /s/ BO Planet sales rep initials: /s/ JM avoid such liability). Customer may terminate this Agreement with or respect to all, and not less than all, of the Services without cause on thirty liability (30except for Charges due through the effective date of such termination) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (Planet of its obligations to provide the Services according to the terms of the Agreement that is not cured within [**] business days after written notice from Customer describing the such as by way of example only, a material breach in security or corruption or detail is received by Planet (“Customer Termination”). In the stored files)event of a Customer Termination, Publisher Customer shall have pay (i) any outstanding installation Charges, (ii) a pro-rated Charge based on the right number of days Planet provided Services prior to withdraw its Archived Contentthe date of Customer Termination, and terminate (iii) if the Services include software for which Planet does not then provide general customer support, Customer shall pay to Planet an amount equal to Planet’s cost of such software for the entire Initial Term and any applicable Renewal Periods. If Customer terminates this Agreement orfor any reason other than a Customer Termination, if such breach occurs with respect Customer shall pay to surviving obligations of CLOCKSS after termination Planet an amount equal to all unpaid Charges for the remainder of the Agreement, terminate any post-termination rights then current term of CLOCKSS under the this Agreement. For the purposes Upon termination of this Agreement, a material breach Planet and Customer shall be deemed uncured if cure have no obligations to each other, except as provided for in this Agreement. Upon termination of this Agreement, Customer shall (i) pay all Charges and other amounts due and owing to Planet, (ii) remove from Planet’s premises all property owned by Customer, and (iii) return to Planet all software, access keys, and any other property provided to Customer by Planet under this Agreement. Any property of Customer not have been made removed from Planet’s premises within thirty (30) [**] days following issuance after such termination shall become the property of notice Planet, which may, among other things, dispose of such property without the payment of any compensation to Customer. The rights and obligations of both parties, which by their nature would continue beyond the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 termination of this Agreement (including, those relating to confidentiality, payment of outstanding Charges, limitations of liability and indemnification), shall survive such termination. Notwithstanding the foregoing, as long as Customer has never ordered in any month during the Initial Term or any Renewal Period less than the Minimum Monthly Charges, in the event that Planet permanently terminates and deactivates the Services or any portion thereof in a manner, and for a reason, that is not permitted under this Agreement or the AUP and without providing sufficient notice as required herein (“Wrongful Termination”), Customer shall be entitled to receive a dollar amount equal to: (1) in the event of the termination or expiration deactivation of this Agreement. Howeverall the Services, upon the full amount of fees paid by Customer to Planet during the then-current term of the Agreement or (2) in the event of the termination or deactivation of a portion of the Services, the percentage of the full amount of fees paid by Publisher due Customer to Planet during the then-current term of the Agreement that corresponds to the uncured material breach percentage of CLOCKSSthe Services terminated or deactivated relative to the total Services in effect immediately before the termination or deactivation, with the payment in either of the foregoing scenarios to be less any and all rights granted amounts owing to CLOCKSS Planet by Customer as of the date the Wrongful Termination, as liquidated damages. The “current term” of the Agreement for this purpose shall terminatebe the period commencing on the Effective Date and ending on the date of termination or deactivation, which latter date may fall within the Initial Term or a Renewal Period. The sum is agreed upon as liquidated damages and not as a penalty. The parties hereto have computed, estimated, and CLOCKSS shall provide agreed upon the sum as an attempt to Publisher proof make a reasonable forecast of destruction probable actual loss because of all Archived Contentthe difficulty of estimating with exactness the damages which will result. These liquidated damages are Customer’s exclusive remedy against Planet for any damages whatsoever to Customer arising out of or related to a Wrongful Termination. No claim for such liquidated damages may be asserted by Customer against Planet more than [**] months following the date of termination or deactivation.

Term and Termination. A. This 6.1 The term of this Agreement shall commence on the Effective Date and shall remain in effect thereafter, unless it is earlier terminated as provided herein. 6.2 Either party may terminate this Agreement at any time, without cause upon thirty (30) days prior written notice to the other party. Such termination shall be effective as of on the Effective Date date stated in such notice. 6.3 Either party may terminate this Agreement for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless cause effective upon written notice is delivered of termination to the other Party at least party if the other party: 6.3.1 ceases to function as a going concern or to conduct operations in the normal course of business; or 6.3.2 has a petition filed by or against it under any bankruptcy or insolvency law which petition has not been dismissed or set aside within sixty (60) days prior of its filing; or 6.3.3 fails to the end perform any of the initial term or the applicable renewal term. B. Either Party may terminate its obligations under this Agreement with or without cause on thirty (30) days’ written notice so as to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation be in breach hereunder and fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after written notice of notice to the breaching party under Section 14.F.such breach. D. Sections 3-6, 8, 9 and 10-14 of 6.4 If Micron terminates this Agreement pursuant to Section 6.2 or if Customer terminates this Agreement pursuant to Section 6.3, Micron shall, at Micron’s own cost, remove all remaining Products from the Warehouse. Notwithstanding the foregoing, if any Products remaining in the Warehouse are custom or non-standard Products, Micron may immediately ship these Products to Customer and invoice Customer for these Products. 6.5 If Customer terminates this Agreement pursuant to Section 6.2 or if Micron terminates this Agreement pursuant to Section 6.3, Micron may immediately ship all Products remaining in the Warehouse to Customer and invoice Customer for these Products on the effective termination date. Payment for such remaining Products shall survive termination or expiration of this Agreement. Howeverbe due immediately upon invoice. 6.6 NEITHER MICRON NOR CUSTOMER SHALL, upon termination by Publisher due to the uncured material breach of CLOCKSSBY REASON OF THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, all rights granted to CLOCKSS shall terminateBE LIABLE TO THE OTHER FOR COMPENSATION, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentINDEMNIFICATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF ANY LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE IN CONNECTION WITH THIS AGREEMENT OR THE ANTICIPATED PERFORMANCE OF THIS AGREEMENT.

Term and Termination. A. 12.1 This Agreement shall be is effective as of upon the Effective Date and unless sooner terminated by either party in accordance with this Section 12, shall remain effective for a term of one (1) year. This Agreement will the Initial Term, and shall automatically renew automatically at the end of the initial term for successive one (1) year renewal one‐year terms unless written notice is delivered to either party gives the other Party at least notice of non‐renewal within sixty (60) days prior to the end of the initial term or the applicable renewal then‐current term. B. Either Party may terminate 12.2 Notwithstanding the foregoing, this Agreement with may be terminated by either party immediately upon written notice if the other party: (i) becomes insolvent or without cause on thirty ceases doing business for a period greater than ninety (3090) days’ written notice to the other Party. C. Upon termination ; or expiration (ii) materially breaches any of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be its obligations under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice to such party. Additionally, ThreatSTOP may terminate this Agreement upon thirty (30) days written notice to Customer in the breaching party under Section 14.F.event that ThreatSTOP has not received payment for the ThreatSTOP Service provided to Customer for the then‐current term, regardless of whether Customer has made payment to a Reseller. D. 12.3 Solely with respect to the free trial version of the ThreatSTOP Service, the ThreatSTOP Service is made available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered or is registering to use the ThreatSTOP Service, or (b) the start date of any paid ThreatSTOP Service ordered by Customer. This Agreement may be terminated with respect to the free trial version of the 12.4 The provisions of Sections 3-61 (Definitions), 83 (License Restrictions), 4 (Ownership), 5 (Fees), 7 (Intellectual Property Infringement), 8.1 (Customer Responsibilities), 9 (Confidentiality), 10 (No Warranties), 11 (Limitation of Liability), 12.4 (Survival) and 10-14 of this Agreement shall any other term that by its nature ought to survive termination will survive the expiration or expiration termination of this Agreement. However. 12.5 Upon the effective date of termination of this Agreement: (i) ThreatSTOP will immediately cease providing the ThreatSTOP Service to Customer; (ii) Customer’s license to use the ThreatSTOP Service, upon termination by Publisher due and the Licensed Software through the ThreatSTOP Service will cease; (iii) any and all payment obligations of Customer incurred prior to the uncured material breach date of CLOCKSStermination will immediately become due; and (iv) within thirty (30) days of such termination each party will return all copies of Confidential Information of the other party in its possession, all rights granted except as permitted by this Agreement or required to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentcomply with any applicable legal or accounting record keeping requirement.

Term and Termination. A. This Agreement shall be effective as of commence on the Effective Date and, unless otherwise terminated in accordance with its terms, shall remain in effect for a period of twenty-four (24) months, at which point it shall automatically terminate without further notice and without any further liability of Company of any kind whatsoever. The term of this Agreement may be extended for additional periods of one (1) year. This Agreement will renew automatically at year upon the end written agreement of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termparties. B. Either Party party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Party. C. Upon termination or expiration if (i) the other party has breached any of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be its material obligations under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right and has failed to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days of receiving written notice of the breach from the other party, or (ii) has filed any petition in any court for receivership, reorganization, bankruptcy, arrangement or relief from or creditors, or has made any assignment for the benefit of creditors, or has any substantial part of its assets subjected to any involuntary lien, which is not cured or removed within thirty (30) days after notice thereof. C. Notwithstanding the foregoing in this Section 9, Company may terminate this Agreement with immediate effect if any of the following issuance occur: (i) REP participates or is alleged to have participated in any fraudulent activity, or any activity that causes the Bank or Company to violate the Visa U.S.A. Inc. Operating Regulations, or any other activities that may result in undue economic hardship or damage to the goodwill of the Bank or Visa system; (ii) Bank is at any time unable to offer Accounts or support the Licensed Program due to federal, state, and/or Visa laws and regulations; or (iii) REP makes any representation or warranty which shall prove to have been or become false or misleading in any material respect, or any unauthorized representation of the Bank, Visa, or the Licensed Program by REP. D. If this Agreement is terminated by either party under sub-parts B or C, above, then Company shall have no continued payment obligation to REP after the effective date of termination. E. Company shall have the right to hold a quarterly review with REP concerning the REP’s sales efforts and level of success in promoting and selling the Licensed Program to prospective Accountholders. If no new Accounts are issued by the Bank over a ninety (90) day period and, in Company’s sole opinion the REP is not making commercially reasonable efforts to promote and sell the Licensed Program, then the Company shall have the right to terminate this Agreement with immediate effect upon notice to REP. F. Upon receiving Company’s notice of termination, REP shall immediately cease all promotional efforts for Company and the breaching party under Section 14.F.Licensed Program, including any existing or potential Accountholder discussions about Company and the Licensed Program. REP shall immediately eliminate all links to Company’s website, remove all Company information and materials from REP’s website, and return all marketing and sales materials to Company. D. Sections 3-G. The following provisions shall survive expiration or termination of this Agreement for any reason: 5, 6, 7, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement9.D, 9.E., 9.F., 9.G., 10 through 16. HoweverVersion: April 25, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.2011

Term and Termination. A. 8.1 This Agreement shall be will become effective as of the Effective Date and will remain in effect for a term period of one (1) year5 years or until all Services have been completed or terminated as provided herein, whichever occurs later. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party Metavante may terminate this Agreement for any reason upon [***] written notice to Virtusa. Virtusa may terminate this Agreement for any reason upon [***] written notice to Metavante; provided that no active Work Order is in effect. Termination of this Agreement will not result in automatic termination of a Work Order, unless this Agreement is (i) terminated by Metavante, or (ii) terminated for material breach, in which cases a Work Order shall be terminated if the terminating party specifically requests that the Work Order be terminated or the parties mutually agree that any outstanding Work Order(s) will be coterminated with or without cause on thirty the Agreement. 8.2 Either party may terminate this Agreement and/or a Work Order, immediately upon notice to the other party, if the other party breaches any material obligation under this Agreement (30it being understood and agreed that any failure to make timely payments to Virtusa shall be deemed a breach of a material obligation by Metavante), and such party fails to cure the breach within [*****] after written notice to cure. 8.3 Either party may terminate this Agreement (including all Work Orders) days’ immediately by written notice to the other Partyif the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise. C. 8.4 Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on and/or any Work Order, each party shall return to the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security other or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination destroy all Confidential Information of the Agreement, terminate any post-termination other party other than the Virtusa Intellectual Property to which Metavante holds license rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 2.3 of this Agreement shall survive termination (unless the Agreement or expiration of this Agreement. HoweverWork Order was terminated pursuant to Section 8.2, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminatein which case said license is considered revoked), and CLOCKSS shall provide except for any Confidential Information of the Metavante required by Virtusa to Publisher proof of destruction of all Archived Contentcomplete an outstanding Work Order. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.

Term and Termination. A. 10.1 This Agreement shall be effective commence as of the Effective Commencement Date and shall remain in force for a term the Term. Unless written notice of termination is given from one party to the other no later than ninety (190) year. This Agreement will renew automatically at days before the end expiration of the initial term then-current Term, this Agreement shall automatically renew for successive one (1) year renewal terms unless subject to a minimum period of written notice is delivered to the other Party at least sixty of ninety (6090) days prior to the end of the initial term or the applicable renewal termdays. B. Either Party 10.2 Notwithstanding the foregoing, either party may terminate this Agreement with or without cause on thirty (30) days’ at any time, effective immediately, upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementparty, if there shall be no uncured (i) such other party breaches any of its material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right obligations hereunder and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice thereof; or (ii) such other party or a Group Company of such other party is the subject of an Insolvency Event. 10.3 Any such termination shall be without any liability to or obligation of the terminating party, other than with respect to any breach of obligations under this Agreement prior to termination. 10.4 If this Agreement is terminated, each of the parties will promptly return to the other all property of the other then in its possession. The Client shall cease to use the Additional Services, the Programs and any software provided by XPEREDON to the Client under this Agreement. In addition, the Client will remain liable to XPEREDON Payments for any outstanding amounts owed, including disputed amounts occurring within six (6) months of termination. 10.5 Notwithstanding the foregoing, XPEREDON may suspend or terminate the Services without notice and may also terminate this Agreement upon written notice to the breaching party under Section 14.F.Client if the Client shall (i) fail to pay any Charges when due, (ii) if the Additional Services are used for other purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Services, (iii) if the Additional Services are used in a manner contrary to what XPEREDON considers acceptable usage (iv) for scheduled or emergency maintenance (v) in the event that XPEREDON becomes aware that Client is no longer a Bona Fide Charity. XPEREDON shall endeavour to give reasonable notice to the Client of any schedules and necessary maintenance. D. Sections 3-610.6 The XPEREDON Acceptable Usage Policy prohibits the processing of transactions involving the making available or sale of content, 8services or products which are deemed by XPEREDON in its sole discretion as being inappropriate or unlawful. The Acceptable Usage Policy of XPEREDON also aims to ensure that XPEREDON is not associated with any website content (including linked content) which is illegal, 9 fraudulent, offensive, embarrassing, sexually explicit, obscene, threatening, defamatory or otherwise inappropriate. XPEREDON prohibits the processing of transactions using the Services where the transactions would breach the United States Unlawful Internet Gambling Enforcement Act of 2006 and 10-14 of the Client represents, warrants and undertakes to XPEREDON that no such transactions will be processed via the Additional Services. 10.7 The provisions in this Agreement which expressly or by implication are intended to have effect after termination shall survive termination or expiration of this Agreement. However, upon termination by Publisher due continue to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, apply and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentbe enforceable notwithstanding termination.

Term and Termination. A. 10.1 This Agreement shall be effective as of the Effective Date commence upon its execution and shall continue for a term period of three years and shall thereafter automatically renew for additional one (1) yearyear periods unless either party notifies the other of its intention to terminate the Agreement at least 90 days prior to any anniversary date. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days may be terminated prior to the end of the initial above term or the applicable renewal term.as follows: B. Either Party may terminate this Agreement with or (a) By CA without cause on thirty by giving at least 30 days notice or immediately in the event the Product fails initial acceptance testing as set forth above; (30b) days’ At any time by mutual written agreement of the parties; (c) By either party if the other party commits any material breach of its obligations hereunder and fails within 15 days of written notice to cure the same. Any such termination shall be without prejudice to any other rights which may have accrued to it hereunder; or (d) By either party immediately by written notice if the other Partyparty files a petition in bankruptcy, goes into liquidation, admits that it is insolvent, makes an assignment for the benefit of creditors, or has a petition in bankruptcy or receivership filed against it and such petition is not dismissed within 30 days following filing. C. Upon termination 10.2 In the event of any breach by Supplier as set forth in Sections 10.1 (c) or expiration (d), CA shall be entitled to all rights and licenses granted to it under this Agreement, subject to CA or its Customers continuing to make payments in accordance with this Agreement, including, if it so elects, the right to make copies of the Product to fulfill orders for the remainder of the initial or renewal Term of this Agreement, Publisher will have no obligation as applicable, and the right to pay retain all copies of the Annual Fee Product including Documentation, in its possession for subsequent terms and will be under no obligation to internal use as permitted hereunder. 10.3 In the event of termination howsoever caused, Supplier shall, at CA's option, either (i) continue to provide CA and its Customers with support and updates for the Product for the longer of two years following termination of the Agreement or for the remaining period of support obligations of CA to its Customers to the extent such support obligations arose prior to such termination (the "Preexisting Support Obligations"), subject to CA or its Customers continuing to make Content available payments in accordance with this Agreement (or the Customer's agreement with Supplier), or (ii) offer to provide support to all Customers in accordance with its then standard terms, conditions and prices for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach the longer of two years following termination of this Agreement on or for the part remaining period of CLOCKSS, CLOCKSS shall have Preexisting Support Obligations. In no event may the right to continue to preserve Preexisting Support Obligations exceed [three] years. 10.4 Upon any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach CA and its Distributors shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice immediately cease marketing and selling the Product. All orders for the Product accepted by CA or its Distributors prior to the breaching party under Section 14.F.effective termination date may be honored, subject to payment of the royalties to Supplier. CA and its Distributors shall return or destroy all Confidential Information of Supplier in their possession, with the exception of information required to carry out support obligations that survive such termination. D. Sections 3-6, 8, 9 10.5 All licenses to use the Product properly granted by CA and 10-14 of this Agreement Distributors to Customers hereunder shall survive termination or expiration of this Agreement. However. 10.6 In addition to this Section 10, upon the obligations set forth in Sections 2.7, 8, 9, 11 and 12 shall survive termination by Publisher due to of this Agreement and shall bind the uncured material breach of CLOCKSSparties and the legal representatives, all rights granted to CLOCKSS shall terminatesuccessors, heirs and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentassigns.

Term and Termination. A. 14.1 This Agreement shall be effective as of the Effective Date remain in effect for a term period of one (1) year. This Agreement will renew year from the date set forth above and shall be automatically at the end of the initial term renewed for successive subsequent one (1) year renewal terms unless either party provides written notice is delivered to the other Party that they wish to terminate this Agreement at least sixty (60) days prior to before the end of a term. In the initial event that such notice is given by either party, this Agreement shall terminate on the last day of the term or during which the applicable renewal termnotice is given. B. Either Party 14.2 Supplier may terminate this Agreement if OEM at any time fails to comply with the certification required under Section 2 hereof. 14.3 Should either party commit a material breach of its obligations hereunder, or without cause on thirty (30) should any of the representations of either party in this Agreement prove to be untrue in any material respect, the other party may, at its option, terminate this Agreement, by 30 days’ ' written notice of termination, which notice shall identify and describe the basis for such termination. [f, prior to expiration of such period, the defaulting party cures such default, termination shall not take place, provided, however, that Supplier may terminate this Agreement upon 10 days' written notice for breach of the obligation to pay royalties as provided by section 11.1 of this Agreement. 14.4 Supplier may, at its option and without notice, terminate this Agreement, effective immediately, should OEM (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the other Partyfiling of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs. C. Upon 14.5 Termination of this Agreement shall not relieve either party of the obligations incurred hereunder pursuant to Sections 4.7, 6, 9, 11, 12, and 13 hereof, which Sections shall survive such termination. 14.6 On termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be (1) OEM shall immediately discontinue marketing OEM Product containing any Programs which are licensed under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSand (2) at Supplier's option, CLOCKSS shall have the right return to continue Supplier or destroy all Programs delivered to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyOEM, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, including all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentcopies thereof.

Term and Termination. A. This Agreement 11.1 The Contract shall be effective as enter into force on the Commencement Date and unless otherwise specified in the Order Details shall have an initial duration of 12 months, continuing in force thereafter for further periods of twelve months. Either party may terminate the Effective Date for a term of one (1) year. This Agreement will renew automatically at Contract with effect from the end of the initial term for successive one (1) year renewal terms unless then-current period by giving the other party written notice is delivered of such termination not less than 60 days before the expiry of the then-current period. 11.2 The Contract may be terminated by notice in writing forthwith: 11.2.1 by Autovista, if Xxxxxxxx, having been sent a written reminder, fails to pay any sums payable under the Contract or any other debt due to Autovista within 30 days after the due date; 11.2.2 by either party if the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured commits any material breach of this Agreement on any term of the part of CLOCKSS, CLOCKSS shall have Contract (other than one falling within clause 11.2.1) and which (in the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence case of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way capable of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure being remedied) shall not have been remedied within 30 days of a written request to remedy the same; 11.2.3 by either party if the other convenes a meeting of its creditors or if a proposal is made within thirty for a voluntary arrangement or for any other composition scheme or arrangement with (30or assignment for the benefit of) days following issuance its creditors or if the other shall be unable to pay its debts or if a trustee receiver, administrator or administrative receiver or similar officer is appointed in respect of notice all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up or bankruptcy of the other or for the making of an administration order (otherwise than for the purpose of a solvent amalgamation or reconstruction); and 11.2.4 by Autovista, if Customer breaches any of the licence terms under this Contract. 11.3 Any termination of the Contract shall be 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 either party nor the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 coming into or continuance in force of this Agreement any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination which shall include without limitation clause 7 which shall survive termination of the Contract by either party. 11.4 Within 7 days of the termination of the Contract (which shall include termination of the licence granted pursuant to clause 6.3) Customer shall in the case of Products for use with computer equipment at Autovista’s sole option either return or expiration destroy all such copies of Products in its possession or control and a duly authorised officer of Customer shall certify in writing to Autovista that Customer has complied with this Agreement. Howeverobligation. 11.5 For the avoidance of doubt, upon no termination of the Contract (other than by Publisher due Customer pursuant to clauses 11.2.2 or 11.2.3) shall entitle Customer to a refund of any Fee paid or payable in respect of the uncured material breach then current term, but Customer may decide not to continue to receive further Updates for the remainder of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthe then current term.

Term and Termination. A. 13.1 This Agreement shall be effective as of commence upon the Effective Date and thereafter shall continue in full force and effect for a term an initial period of one (1) year***. This Thereafter it shall continue in full force and effect until terminated by any of AMCIS, Fujisawa or Salmedix upon *** prior written notice. Notwithstanding the foregoing, either Customer may terminate this Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless by written notice at any time in the event there are no outstanding Work Orders in effect for such Customer (whether related to Sole Projects or Joint Projects). Termination of Projects that have been started and not yet completed on date of termination shall be governed by Article 13.2. *** Material has been omitted pursuant to a request for confidential treatment. 13.2 Unless the Work Order provides otherwise, Joint Projects may be terminated at any time by joint termination notice of both Customers and Sole Projects may be terminated at any time by the relevant Customer involved, provided that AMCIS is delivered to the other Party given written notice at least sixty (60) days prior to such termination. If work on any Project is terminated pursuant to this Article 13.2, AMCIS shall immediately use commercially reasonable efforts to reduce and/or mitigate further cost to Customer(s) and mitigate all non-cancellable obligations. Subject to the end immediately preceding sentence, Customer(s) will make payment for any work performed during such sixty (60)-day period and AMCIS will deliver Customer(s) the Project Results as achieved as of the initial term or effective date of the termination working towards the Project Goals as specified in the applicable renewal termWork Order or under each applicable Project; provided, however, that such termination shall not terminate any other Project not so terminated nor the rights and duties of Customer(s) and AMCIS pursuant to this Agreement until each of the then-current Projects is completed or terminated; and Customer(s) shall make a termination fee as specified in the applicable Work Order. Notwithstanding the foregoing, any breach by a Customer of a payment obligation shall be subject to a fifteen (15) day cure period, instead of the sixty (60) day cure period contained above. B. Either 13.3 Upon any material breach or default by either Party in the performance of any obligation to be performed by such a Party under this Agreement, the non-breaching Party or Party not in default, shall give notice in writing to the breaching Party or Party in default, specifying the breach or matter in default. Unless such breach or default is cured within sixty (60) days following the giving of such notice, (or if such cure cannot be completed within such sixty (60) day period, if the cure has not been undertaken promptly upon receipt of such notice, and diligently pursued thereafter) the Party giving such notice may thereafter terminate this Agreement with immediate effect; provided that if one of the Customers is in material breach or without cause on thirty (30) days’ default hereunder and the other Customer is capable of curing and willing to cure, and such other Customer provides written notice to AMCIS of such desire and thereafter begins performing on behalf of the Customer in breach, AMCIS shall have no right to terminate pursuant to this Article 13.3. 13.4 This Agreement may be terminated with immediate effect by one Party if: the other Party becomes bankrupt, insolvent, or is otherwise incapable of paying its bills as they fall due; or, if the other Party has a receiver, administrator in bankruptcy or any analogous person appointed to run such Party’s business affairs; provided that if one of the Customers is the bankrupt Party and the other Customer provides written notice to AMCIS of its desire to perform on behalf of the bankrupt Party and thereafter begins performing on behalf of the Customer in breach, AMCIS shall have no right to terminate pursuant to this Article 13.4. Any decision to terminate this Agreement under this Article 13.4 shall be communicated to the other Party within the ninety (90) days after the Party making the decision has become aware of the event which gives rise to the right to terminate. C. Upon 13.5 This Agreement and any then-current Work Order or Project, may be terminated in certain cases of Force Majeure as provided in Article 14. 13.6 If this Agreement is terminated under Article 13.3 or 13.4 then, at the option of the Party effecting the termination, each then-current Work Order may also be terminated. 13.7 Unless otherwise expressly provided in this Agreement or agreed in writing between the Parties, the provisions of Articles 1, 7 (in respect of payments outstanding at date of termination), 8, 9, 11, 13, 16 and 17 shall continue to bind the Parties and have full force and effect even after the termination or expiration of this Agreement. 13.8 In the event that either of Fujisawa or Salmedix terminates this Agreement for any reason whatsoever, Publisher will have no obligation the Agreement shall continue in full force and effect between the remaining parties and shall be read thereafter as if the remaining parties are the sole Parties to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there subject, however, to the joint and several liability of Fujisawa and Salmedix for any then remaining payment obligation of the Customers. For sake of clarity, in such case neither of the remaining parties shall be no uncured material breach of this Agreement take on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security rights or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination the terminating Party unless otherwise agreed upon in the relevant Work Order, subject, however, to the joint and several liability of Fujisawa and Salmedix for any then remaining payment obligation of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentCustomers.

Term and Termination. A. 14.1 This Agreement shall be effective as of the Effective Date for a term of one continue indefinitely unless terminated immediately due to: (1a) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty breaches any of the terms of clause 12 or clause 18; (60b) days the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 14.2 The Minimum Term shall automatically be extended by a Term Extension unless the Client provides the Item Notice Period. 14.3 Each Party may immediately terminate a Service Item prior to the end of Item Notice Period, if the initial term other Party commits a material breach this Agreement or the applicable renewal term. B. Either Party may terminate this Agreement with or Acceptable Use Policy (including,‌ without cause on limitation breach of any payment obligations) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days’ written notice days after being notified to do so. 14.4 In the event the Supplier terminates a Service Item(s) or the Agreement under Clauses 14.1 and 14.3, the Client shall immediately pay the Termination Compensation Fee for all affected Service Items. The Supplier may also terminate all other Service Items if the Client breaches Clause 14.3. In the event the Client terminates the Agreement under Clause 14.1, all Service Items shall terminate immediately. In the event the Client terminates a Service Item, only that applicable Service Item which is subject to the breach may be terminated. This Agreement shall continue to apply to all other ongoing Service Items and such termination shall not affect all other ongoing Managed Services. 14.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 14.6 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 14.7 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Managed Services; (b) the Client shall pay any and all outstanding invoices, any Termination Compensation Fee (if applicable) and all Third Party Termination Costs; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. C. Upon termination 14.8 If a Party is required by any law, regulation, or expiration government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy, it shall notify the other Party in writing of this Agreementsuch retention, Publisher will have no obligation to pay giving details of the Annual Fee for subsequent terms and will be under no obligation to documents or materials that it must retain. Clause 12 shall continue to make Content available apply to any such retained documents and materials for archiving as Archived Content. Except long as otherwise provided any such requirement continues in this Agreementforce, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right subject to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach disclosure mandated by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. Regulatory Requirement. 14.9 For the purposes of this Agreement, a clause 14.2 material breach shall be deemed uncured if cure shall not have been made within thirty means a breach (30including an anticipatory breach) days following issuance that is serious in the widest sense of notice to having a serious effect on the breaching benefit which the terminating party under Section 14.F.would otherwise derive from: D. Sections 3-6, 8, 9 and 10-14 (a) a substantial portion of this Agreement shall survive termination or expiration Agreement; or (b) any of the obligations set out in clauses 2.5, 6.2(a, g, h) and 6.3 over the term of this Agreement. HoweverIn deciding whether any breach is material no regard shall be had to whether it occurs by some accident, upon termination by Publisher due to mishap, mistake or misunderstanding. 14.10 The Supplier may treat the uncured Client's breach of any Third Party Licence as a material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthe Agreement.

Term and Termination. A. 10.1. This Agreement shall be effective as of start on the Effective Date date that WESTCOM NETWORK SOLUTIONS LTD first makes the Service available to the Customer and shall remain in effect for a term the Minimum Term and thereafter for further periods of one (1) yearyear unless and until terminated in accordance with this paragraph 10. This On termination of this Agreement will renew automatically for whatever reason the telephone service may be disconnected unless the Customer makes alternative arrangements with another provider of telephone services. 10.2. Each party may terminate this Agreement on not less than 90 days notice in writing to expire at the end of the initial term Minimum Term or on each anniversary thereof. 10.3. Without prejudice to its other rights under this Agreement, WESTCOM NETWORK SOLUTIONS LTD may terminate this agreement immediately if: 10.3.1. the Customer has committed a material breach of this Agreement which is incapable of remedy or in the case of a remediable breach, the Customer fails to remedy within a reasonable time of having been requested to do so by WESTCOM NETWORK SOLUTIONS LTD; 10.3.2. the Customer is repeatedly in breach of this Agreement; 10.3.3. any contract upon which WESTCOM NETWORK SOLUTIONS LTD relies for successive one the provision of the Services is terminated (1) year renewal terms unless written for whatever reason); 10.3.4. the site at which the Service is provided is demolished; or 10.3.5. the Customer is the subject of a bankruptcy order, or becomes insolvent, or makes and arrangement or composition with or assignment for the benefit of its creditors, or goes in into voluntary (otherwise than for reconstruction or amalgamation), or compulsory liquidation or a receiver or administrator is appointed over all or any of its assets or ceases to carry on business. 10.4. Without prejudice to its other rights, WESTCOM NETWORK SOLUTIONS LTD shall have the right immediately to terminate this Agreement by notice in writing where the Customer fails to make any payment when it becomes due to WESTCOM NETWORK SOLUTIONS LTD. 10.5. On termination of this Agreement, the Customer shall ensure that WESTCOM NETWORK SOLUTIONS LTD is delivered supplied with prompt access to the other Party at least sixty (60) days remove any Service Equipment supplied. Where this Agreement is terminated prior to the end of the initial term or Minimum Term, other than for breach by WESTCOM NETWORK SOLUTIONS LTD, the applicable renewal termCustomer shall pay WESTCOM NETWORK SOLUTIONS LTD: 10.5.1. any outstanding circuit charges due from the date of termination up to the end of the contracted period described in paragraph 10.1; 10.5.2. the cost for the de-installation of the Service Equipment; and 10.5.3. the sum equal to 50% of the average monthly call spend for the period up to the date of termination multiplied by the number of months remaining in the contracted period described in paragraph 10.1. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to 10.6. On termination, any consequential reprogramming of the other PartyCustomer Equipment shall be the Customer's responsibility and at the Customer's cost. WESTCOM NETWORK SOLUTIONS LTD is not responsible for any redecorating work at the Customer's premises. C. Upon 10.7. On termination or expiration the provisions of this Agreementparagraphs 1, Publisher will have no obligation 4.3 to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement4.6, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 9, 10.5, 10.6, 11.4, 11.5 and 10-14 of this Agreement paragraph 10.7 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due continue to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentapply.

Term and Termination. A. 13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13 commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term renewed for successive one periods of twelve (112) year renewal terms unless written notice is delivered to months (each a Renewal Period), unless: 13.1.1 either party notifies the other Party party of termination, in writing, at least sixty (60) days prior to before the end of the initial term Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable renewal termInitial Subscription Term or Renewal Period; or 13.1.2 otherwise terminated in accordance with the provisions of this Agreement. B. Either Party 13.2 Without affecting any other right or remedy available to it, Security Alliance may terminate or suspend, wholly or partially, this Agreement or any Statement of Work entered into pursuant to it and the Customer’s access to the Service, with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation 13.2.1 the Customer fails to pay the Annual Fee for subsequent terms and will be any amount due under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment; 13.2.2 the Customer commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; 13.2.3 the Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; 13.2.4 Security Alliance reasonably believes that the Customer, its Authorised Users or others (whether or not under the Customer’s control) are misusing the Services including, but not limited to, making use of the Services for illegal purposes; 13.2.5 Security Alliance is told to do so by the Government or other lawful regulatory authority or the emergency services; 13.2.6 the Customer allows anything to happen through the Software which in Security Alliance’s reasonable opinion may have the effect of jeopardising the operation of the Software, or the Software being used in a manner which is against the Customer’s best interest, the best interests of Security Alliance’s other customers and/or Security Alliance or any third party involved in providing the Services to the Customer; 13.2.7 the Customer uses any equipment or other hardware to access the Services which is defective or illegal and Security Alliance has reasonable grounds to believe that such equipment or hardware may affect the operation and/or security of the Software; 13.2.8 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 13.2.9 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of CLOCKSSits business; or 13.2.10 there is a change of control of the Customer. 13.3 The Customer may terminate or suspend wholly or partially this Agreement or any Statement of Work entered into pursuant to it, CLOCKSS without advance notice if: 13.3.1 Security Alliance commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or 13.3.2 Security Alliance takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction. 13.4 Where the Customer terminates this Agreement pursuant to clause 13.3, Security Alliance shall have refund the Customer any payment made in advance in respect of the unexpired term of the Agreement. 13.5 Where Security Alliance exercises its right to continue suspend the Services in accordance with clause 13.2: 13.5.1 it shall only suspend the Services for such time as is necessary for Security Alliance (in conjunction with the Customer, if necessary) to preserve implement an alternative means to resolve any Archived Content received from Publisher and to release such Archived Content upon technical or other problems caused by the occurrence Customer; 13.5.2 it shall only suspend the Services as a last resort, i.e. where the objective of a Trigger Event. If there shall the suspension (e.g. the prevention of reselling or fraudulent use) could not be an uncured material breach by CLOCKSS (such as achieved by way of example onlyan alternative means which is just as quick and does give rise to any additional cost to the Security Alliance; 13.5.3 and the cause of such suspension has not been resolved to Security Alliance’s satisfaction, a material breach in security Security Alliance may terminate the suspended Services; and 13.5.4 Security Alliance shall not be obliged to resolve any issues or corruption implement any such alternative means if doing so would give rise to any additional cost or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate liability for Security Alliance. 13.6 On termination of this Agreement or, if such breach occurs with respect for any reason: 13.6.1 all licences granted under this Agreement shall immediately terminate; 13.6.2 the Customer’s access to surviving obligations of CLOCKSS after termination the Services will be deactivated by Security Alliance and the Customer shall immediately cease all use of the AgreementServices and/or the Documentation; 13.6.3 each party shall return and make no further use of any Confidential Information, terminate equipment, property, Documentation and other items (and all copies of them) belonging to the other party; 13.6.4 the Supplier may destroy or otherwise dispose of any post-of the Customer Data in its possession unless the Supplier receives, no later than ten (10) days after the effective date of the termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall be deemed uncured if cure shall not have been made use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days following issuance of notice its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and 13.6.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the breaching party under Section 14.F. D. Sections 3-6date of termination, 8, 9 and 10-14 including the right to claim damages in respect of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material any breach of CLOCKSS, all rights granted to CLOCKSS the agreement which existed at or before the date of termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected or prejudiced.

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. 10.1 This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered remain in effect until terminated in accordance with this Section 10. Notwithstanding anything to the other Party at least sixty (60) days contrary in this Section 10, Customer shall have no right to cancel any PO that has been acknowledged by Metaswitch prior to the end effective date of termination without the initial term or the applicable renewal termwritten consent of Metaswitch. B. 10.2 Either Party party may terminate this Agreement with or without cause on thirty (30) days’ ' written notice to for material breach, unless such material breach is cured within the other Party. C. Upon termination or expiration thirty (30)-day period. If Customer is in material breach of this Agreement, Publisher will have no obligation including without limitation its payment obligations, upon written notice to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer Metaswitch shall have the right to continue suspend performance of its obligations under the Agreement until such breach is cured. Notwithstanding the foregoing, Metaswitch may terminate the Agreement immediately upon written notice with no opportunity to preserve any Archived Content received from Publisher and to release such Archived Content cure if Customer breaches Sections (4), (6) or (11), or upon the occurrence of a Trigger Eventan Insolvency Event as defined under Section 12.8. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and The parties may terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after by mutual written consent. 10.3 Upon termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, (a) Metaswitch may in its sole discretion cease all further delivery of Products and Services under this Agreement, except in the case that the Agreement is terminated other than for a material breach by Customer in which case Metaswitch shall be deemed uncured fulfill all POs acknowledged by Metaswitch prior to termination; (b) all outstanding invoices issued under the Agreement will immediately become due and payable; (c) if cure shall not have been made within thirty the Agreement is terminated other than for material breach by Customer, Customer may continue to use for the term of the license any Software that is fully paid up; and (30d) days following issuance each party will comply with Section 6.2 with respect to return or destruction of notice to the breaching party under Section 14.F. D. Sections 3Confidential Information. The obligations of confidentiality, compliance with laws, indemnity, dispute resolution, payment, audit and record-6keeping, 8, 9 and 10-14 limitation of this Agreement liability shall survive the termination or expiration of this Agreement. HoweverNo other obligation shall survive termination of this Agreement except those which by their language, upon termination by Publisher due nature or context are intended to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsurvive.

Term and Termination. A. This (a) The term of this Agreement shall be effective as of commence on the Effective Date and, subject to earlier termination as provided herein, shall continue for a term period of one ten (110) year. This Agreement will renew automatically years; provided that, at the end option of the initial term for successive one (1) year renewal terms unless HPC upon 120 days written notice is delivered to the other Party at least sixty (60) days prior to the end of such term, the initial term or of this Agreement may be extended for a renewal term of an additional period of ten (10) years, subject to HPC and EarthShell reaching agreement on the applicable amount of the Royalties that will be payable during such renewal termterm (it being agreed that such Royalties will not be subject to increase in a fashion that is not commercially reasonable). B. (b) Either Party may terminate this Agreement with or without cause on for a material breach by the other Party of the terms and conditions of this Agreement upon written notice to the breaching party, which is given no less than thirty (30) days’ days prior to an effective date of termination, and which specifies in reasonable detail the nature of such breach. If the breaching Party cures such breach prior to the effective date of termination, this Agreement shall not terminate and will continue in full force and effect. (c) Either Party may, by giving the other Party written notice of termination, immediately terminate this Agreement if upon the occurrence of a Bankruptcy with respect to the other Party is adjudicated bankrupt, files a voluntary petition of bankruptcy, makes a general assignment for the benefit of creditors, is unable to meet its obligations in the normal course of business as they fall due or if a receiver is appointed on account of the other Party's insolvency. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS (d) EarthShell shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations when and as provided in Section 2(e) hereof. (e) From and after the effective date of CLOCKSS after the expiration of the term of this Agreement or the termination of this Agreement pursuant to this Section 13 hereof, HPC shall have no right, whatsoever, to utilize the AgreementTechnology or Trademarks, terminate and HPC shall promptly return to EarthShell all written materials or other tangible media containing any post-termination rights Trade Secrets which are then in the possession of CLOCKSS under the AgreementHPC. For the purposes of this AgreementSections 4, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-5, 6, 8, 9 10(g), 12, 13(e), 14, 15, 16, 17, 18, 19, and 10-14 21 shall survive termination of this Agreement. The obligation of HPC to pay to EarthShell the Royalty for all Products actually sold by HPC prior to the effective date of the expiration or termination of this Agreement shall survive the expiration or termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 16.1. If at any time after the first Trading Year CSG has been unable to collectively Trade at least 30% of Carbon Credits available to be Traded in that Trading Year then within one month of the expiry of that Trading Year either party may by notice in writing to the other party terminate this Agreement. Provided that a party shall only be entitled to rely on this clause where it has used its best endeavors to do all things required on its part to facilitate a Trade.This Agreement shall be effective as in addition to any other rights of the Effective Date for a term of one (1) yearTermination. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless If written notice is delivered not served within that one month period then that party shall be deemed to the other have waived its right to give such notice. No Party at least sixty (60) days prior shall be entitled to the end of the initial term or the applicable renewal termgive a Termination Notice under this clause if it has failed to comply with its obligations under clause 7.4. B. Either Party 16.2. Where a breach can be remedied any party may terminate this Agreement with or without cause on thirty (30) days’ give written notice to the other Party. C. Upon termination party or expiration of this Agreement, Publisher will have no obligation parties requiring that party or those parties to pay remedy the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of the date of service of the notice on the party in breach. The notice must be signed by an officer of the party giving the notice and must state:- a. The details of the breach; b. What the party giving the notice requires to be done to remedy the breach; and c. A statement that if the breach is not remedied within thirty (30) days of the date of service of the notice, the Service Agreement will be terminated. 16.3. Where a notice has been served under clause 16.2 and the breach is not remedied by the party in breach within the said thirty (30) days (referred to in clause 16.2) then this Agreement will automatically terminate on the 31st day unless the party giving the notice withdraws it in writing within the said thirty (30) days. Such withdrawal much be served on the party or parties in breach in the said 30 day time period. 16.4. Where a breach is not capable of remedy and it is a breach of an Essential Term then the party or parties not in breach may by giving written notice to the breaching other party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of parties terminate this Agreement. 16.5. However, upon On termination each party must promptly return all property in its possession that is owned by Publisher due to any the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother party.

Term and Termination. A. 18.1 This Agreement shall be effective as of commence on the Effective Date and, unless terminated earlier pursuant to this Agreement, shall continue thereafter, on a country-by-country basis, for a term period of one (1) year. This Agreement will renew automatically at [***] years from the end launch date of the initial term for successive one Product in a country of the Territory (1) year renewal terms “Initial Term”). The Initial Term shall be extended automatically by consecutive [***] periods unless terminated by either Party giving written notice is delivered to the other Party pursuant to this Section 18 on a country-by country basis. 18.2 BIOFRONTERA shall have the right to terminate on a country-by country basis during (i) the Initial Term only for cause, and (ii) any of the consecutive [***] year periods after the Initial Term without cause by giving written notice at least sixty (60) [***] days prior to the end expiration of the initial term or then-current term. MARUHO shall have the applicable renewal right to terminate on a country-by country basis during (i) the Initial Term without cause by written notice upon a notice period of [***] days and (ii) any of the consecutive [***] periods after the Initial Term without cause by giving written notice at least [***] days prior to the expiration of the then-current term. B. Either 18.3 A cause for termination shall in particular, but without limitation, be deemed to be given upon the occurrence of one or several of the following events 18.3.1 By either Party may if the respective other Party materially breaches or defaults on any of its obligations under this Agreement and does not cure such material breach or default within [***] calendar days from the receipt date of such written notice. 18.3.2 In the event either Party receives or is made aware of: (i) a valid claim of infringement of a third party intellectual property right relating to the Product or the manufacture thereof, or (ii) a valid product liability claim relating to the Product, (iii) suspected unforeseen side effects related to the Product. and the continued activities relating to the Product constitute, in the reasonable opinion of either Party, an unacceptable risk of infringement or liability, then either Party shall have the right to require that BIOFRONTERA suspends further deliveries of the Product to MARUHO (thereby subjecting neither Party to the liability for non-performance of their respective delivery and purchase obligations) until such matter has been resolved to the reasonable satisfaction of both Parties. 18.3.3 By either Party if Force Majeure prevents the other Party from fulfilling its obligations hereunder for a period of more than [***] months, and thereafter, the Parties are not able to find a mutually acceptable solution within [***] days. 18.3.4 Each Party retains the right to terminate this Agreement with or without for cause on thirty (30) days’ by giving written notice to the other Party, effective immediately and without prejudice to any other remedy available to it under the governing law and this Agreement, if the respective other Party becomes involved in litigation or proceedings relating to its own bankruptcy or insolvency or if such proceedings are refused due to lack of sufficient assets. This includes in particular but is not limited to declared insolvency, adjudged bankruptcy, filing of a petition for bankruptcy, reorganization under any bankruptcy act, is sequestered or expropriated, or submits or has to submit any other administrative or judicial matters of control. C. 18.3.5 MARUHO shall also have the right to terminate this Agreement with regard to the country of the Territory concerned upon [***] days prior written notice to the other Party in the event that (i) Product is not launched due to reasons set forth in clause 18.3.2 and/or related injunction, (ii) Product has to be definitely withdrawn from the market due to reasons as set forth in clause 18.3.2 and/or related injunction, or (iii) infringement of third party rights with a negative final decision and/or settlement requiring the withdrawal. 18.4 Upon expiration or termination of this Agreement pursuant to any provision in this Agreement, MARUHO shall have the right to sell-off its remaining stock of the Product pursuant to the terms and conditions of this Agreement, of the Supply Agreement to be negotiated and of the Quality Agreement to be negotiated. 18.5 The following provisions shall survive termination of this Agreement: Sections 11 (Records and Audits), 12 (Confidentiality), 14 (Third Party infringements/defence), 15 (Liability), 16 (Indemnification), 18 (Term and Termination), 19 (Applicable Law and Venue), and 20. (Notices). 18.6 Termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementwhatever reason, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSwithout prejudice to any rights, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security claims or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination either Party which may have accrued prior to, or become due at the date of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Term and Termination. A. This 10.1 Unless sooner terminated in a manner herein provided, this Agreement shall be effective as of commence on the Effective Date and, unless terminated pursuant to this Article 10, shall continue until such time as the Services and Closeout Services have been completed for a term each respective Service Document (hereinafter the "Term"). The Parties may extend this Agreement by written mutual agreement as soon as reasonably practicable prior to the expiration of one (1) year. the Term. 10.2 This Agreement will renew automatically and any corresponding Service Document then in effect may be terminated by either Party as follows: (i) by YMB providing at the end of the initial term for successive one least thirty (130) year renewal terms unless days written notice is delivered to ALLPHASE; or (ii) by mutual written agreement by the Parties: or (iii) by either Party (the "Non-defaulting Party") giving the other Party (the "Defaulting Party") thirty (30) days written notice of termination for Cause where the defaulting Party has failed to correct the default or provide a schedule acceptable to the other Party at least sixty within five (605) business days prior to the end of being given notice of the initial term or the applicable renewal termdefault. B. 10.3 Either Party may has the right to terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other PartyParty and without further liability hereunder, if a Party commits an act of bankruptcy or if proceedings are taken against it for fraud, or dishonest or serious misconduct in behaviour. C. Upon 10.4 In the event of termination of any Service Document and/or this Agreement for any reason, ALLPHASE agrees to use its commercially reasonable best efforts to limit any further cost to YMB. ALLPHASE will cease performing any Services not necessary for the orderly closeout of the affected Service Document or expiration fulfillment of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms Regulatory Requirements and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this AgreementALLPHASE shall instruct its subcontractors, if there shall be no uncured material breach of this Agreement on any, to do the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Eventsame. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within Within thirty (30) days following issuance the effective date of notice termination, ALLPHASE shall deliver and cause subcontractors, if any, to deliver all Confidential Information, Clinical Trial Materials, data, Results, Study Documents, and Test Materials provided by YMB or generated under this Agreement to YMB at no additional cost to YMB. Notwithstanding the breaching party under Section 14.F.foregoing, ALPHASE shall retain and keep in custody any materials or data, original or copy, for the purpose of compliance with Regulatory Requirements. D. Sections 3-6, 8, 9 and 10-14 10.5 Upon termination of this Agreement pursuant to Sections 10.2 or 10.3, YMB shall survive continue to pay ALLPHASE the amounts set forth in Service Documents for all reasonable costs actually incurred or irrevocably obligated for Services rendered by ALLPHASE through to the effective date of termination or expiration and for the Closeout Services furnished by ALLPHASE after the termination of this Agreement. However, upon termination by Publisher due provided that in no event will the amount owed to ALLPHASE exceed the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentmaximum amounts specified in the Service Documents.

Term and Termination. A. 14.1 This Agreement shall be effective as of the Effective Date for a term of one continue indefinitely unless terminated immediately due to: (1a) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty breaches any of the terms of clause 12 or clause 18; (60b) days the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 14.2 The Minimum Term shall automatically be extended by a Term Extension unless the Client provides the Item Notice Period. 14.3 Each Party may immediately terminate a Service Item prior to the end Item Notice Period, if the other Party commits a material breach of the initial term this Agreement or the applicable renewal term. B. Either Party may terminate this Agreement with or Acceptable Use Policy (including, without cause on limitation breach of any payment obligations) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days’ written notice days after being notified to do so. 14.4 In the event the Supplier terminates a Service Item(s) or the Agreement under Clauses 14.1 and 14.3, the Client shall immediately pay the Termination Compensation Fee for all affected Service Items. The Supplier may also terminate all other Service Items if the Client breaches Clause 14.3. In the event the Client terminates the Agreement under Clause 14.1, all Service Items shall terminate immediately. In the event the Client terminates a Service Item, only that applicable Service Item which is subject to the breach may be terminated. This Agreement shall continue to apply to all other ongoing Service Items and such termination shall not affect all other ongoing Managed Services. 14.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 14.6 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 14.7 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Managed Services; (b) the Client shall pay any and all outstanding invoices, any Termination Compensation Fee (if applicable) and all Third Party Termination Costs; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. C. Upon termination 14.8 If a Party is required by any law, regulation, or expiration government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy, it shall notify the other Party in writing of this Agreementsuch retention, Publisher will have no obligation to pay giving details of the Annual Fee for subsequent terms and will be under no obligation to documents or materials that it must retain. Clause 12 shall continue to make Content available apply to any such retained documents and materials for archiving as Archived Content. Except long as otherwise provided any such requirement continues in this Agreementforce, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right subject to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach disclosure mandated by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. Regulatory Requirement. 14.9 For the purposes of this Agreement, a clause 14.2 material breach shall be deemed uncured if cure shall not have been made within thirty means a breach (30including an anticipatory breach) days following issuance that is serious in the widest sense of notice to having a serious effect on the breaching benefit which the terminating party under Section 14.F.would otherwise derive from: D. Sections 3-6, 8, 9 and 10-14 (a) a substantial portion of this Agreement shall survive termination or expiration Agreement; or (b) any of the obligations set out in clauses 2.5, 6.2(a, g, h) and 6.3 over the term of this Agreement. HoweverIn deciding whether any breach is material no regard shall be had to whether it occurs by some accident, upon termination by Publisher due to mishap, mistake or misunderstanding. 14.10 The Supplier may treat the uncured Client's breach of any Third Party Licence as a material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthe Agreement.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. This Agreement will renew automatically at and extend until the end of the initial term for successive one Term as defined in Section 2.2, unless sooner terminated in accordance with the provisions of this Article 11. 11.2 This Agreement may be terminated by the written agreement of both parties. In addition, Sponsor shall have the right, at its sole discretion, to terminate funding of the Research Program and this Agreement: (1a) upon thirty (30) days notice if University is unable to find a suitable successor to [*#*] reasonably acceptable to Sponsor pursuant to Section 2.1; or (b) after the end of the third calendar quarter of the first year renewal terms unless of the Term, upon ninety (90) days written notice (a "Termination Notice") to University asserting for reasons stated, Sponsor deems that unsatisfactory progress by the Principal Investigator is delivered being made on the Research Program, provided that University has the opportunity to cure such unsatisfactory progress within the other Party at least Termination Notice period. 11.3 In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days prior to the end after receipt of written notice thereof, this Agreement shall terminate upon expiration of the initial term or the applicable renewal termsixty (60) day period. B. Either Party may terminate this Agreement with 11.4 Termination or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination, or Sponsor's rights under the License Agreement. Except for any termination by Sponsor pursuant to Section 11.2(b) above, as its sole liability upon termination, Sponsor shall pay University [*#*] 11.5 The obligations of the parties that are contained in Sections 5, 6, 7, 8 and 9 shall survive termination or expiration of this Agreement. HoweverIf for any reason this Agreement survives the termination of the License Agreement, upon termination by Publisher due to the uncured material breach of CLOCKSSparties shall meet and discuss in good faith the terms under which Sponsor may obtain rights in the inventions, all rights granted to CLOCKSS discoveries and related Intellectual Property Rights developed under the Research Program during the Term, which terms shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentbe no less favorable than those provided under the License Agreement.

Term and Termination. A. This 14.1 Unless terminated sooner as provided below, this Agreement shall be effective as will continue in full force and effect until all of the Effective Date IMM Patents have expired and/or have been held invalid or unenforceable by a decision of a court, patent office or other governmental agency of competent jurisdiction, which decision cannot be appealed or was not appealed within the time allowed for appeal. 14.2 DMI may terminate this Agreement at any time upon six (6) months written notice to IMM. 14.3 The parties may at any time terminate this Agreement, in part or in its entirety, by mutual written agreement. 14.4 In the event of a term breach or default in respect of one (1) year. This Agreement will renew automatically at the end any of the initial term for successive one (1) year renewal terms unless written notice is delivered to of this Agreement by either party, the other Party at least party shall give notice in writing, specifying in detail the nature of the breach or default. If the alleged breach or default is not cured within sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration after receipt of this Agreementnotice, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS party giving notice shall have the right to continue immediately terminate this Agreement by giving a second written notice to preserve any Archived Content received from Publisher and the breaching party. 14.5 In the event of either party experiencing financial difficulties, that party shall immediately notify the other party to release such Archived Content upon the occurrence of a Trigger Eventthat effect. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher The party so notified shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice said notification. In the event IMM is the party having financial difficulties, DMI may, instead of terminating the Agreement, assume IMM’s financial obligations under this Agreement, and subtract an amount which is 150% of any payments made on IMM’s behalf from any payments due to IMM pursuant to the breaching terms of Articles 3 and 5. A party shall be considered as having financial difficulties by: a. that party’s commencement of a voluntary case under Section 14.F.any applicable bankruptcy code or statute, or by its authorizing, by appropriate proceedings, the commencement of such a voluntary case; D. Sections 3-6b. that party’s failing to receive dismissal of any involuntary case under any applicable bankruptcy code or statute (wherein the other party is not a party to the case) within sixty (60) days after initiation of such action or petition; c. that party’s seeking relief as a debtor under any applicable law of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, 8or by consenting to or acquiescing in such relief; d. the entry of an order by a court of competent jurisdiction finding it to be bankrupt or insolvent, 9 and 10-14 or ordering or approving its liquidation, reorganization, or any modification or alteration of the rights of its creditors, or assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of its property or assets; or e. that party’s making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property. 14.6 Upon termination of this Agreement for any reason except for a material breach or default by IMM or as provided in Section 14.1: a. All rights and licenses granted to DMI hereunder shall survive revert to IMM, except that DMI shall have the right to sell any Product(s) in inventory as provided in Subsection (b) of this Section 14.6; b. DMI shall cease all activities with respect to the Product(s), including all making (by DMI and/or by Third Parties for DMI), using, selling, offering for sale, marketing, commercializing, importing and exporting of Product(s). Notwithstanding the foregoing, DMI shall have the right to sell any Product(s) in inventory at prices of its chosing, provided DMI makes the payments and reports required by Article 3. c. If requested by IMM, DMI shall (i) remain responsible to supply the amounts of Product(s) required for Commercial Sales at the time of such termination or expiration for a reasonable period of time, not to exceed six (6) months from the date of termination, to allow IMM to find an alternate source of supply, (ii) make its personnel and other resources reasonably available to IMM as necessary for a reasonable period of time, not to exceed six (6) months from the date of termination, to effect an orderly transition of responsibilities, and (iii) provide and assign to IMM all clinical data, Regulatory Approval Applications, Regulatory Approvals, and all other regulatory documentation covering the Product(s) that DMI may have developed in its activities under this Agreement. HoweverIf termination of the Agreement occurred because of a breach by DMI, then DMI will be responsible for all of the costs of performing these obligations. Otherwise, IMM will be responsible for all of the costs of performing these obligations. d. DMI’s sublicense(s) of its rights shall be transferred to IMM. The sublicense(s) will remain in full force and effect so long as the sublicensee(s) perform(s) the obligations of the sublicense(s), and IMM shall have all of the rights and benefits of the sublicense(s) (including the right to receive 100% of all payments due under the sublicense(s)) and shall be responsible for performing all of the obligations required of DMI by the sublicense(s). DMI will execute such documents as may be requested by IMM to attest to the transfer to IMM of all of its sublicense(s). 14.7 Upon termination of this Agreement as provided in Section 14.1 or upon termination by Publisher due to the uncured of this Agreement for a material breach by IMM, the exclusive license and all of CLOCKSS, all the other rights granted to CLOCKSS DMI shall terminatebe deemed to be irrevocable and fully paid-up. 14.8 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation matured prior to the effective date of such termination, and CLOCKSS shall provide neither party waives any rights it may have to Publisher proof remedies arising out of destruction the termination or breach of all Archived Contentsurviving obligations.

Term and Termination. A. a. Subject to the provisions of Section 10b, the initial term of this Agreement shall be for eighteen (18) months. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term renewed for successive additional one (1) year renewal terms periods, unless written notice is delivered to a terminating party provides the other Party at least sixty non-terminating party not less than ninety (6090) days prior written notice of its intent to terminate this Agreement prior to the end expiration of any term or renewal thereof. For purposes of this Agreement "Term" includes the initial term or the applicable renewal termand any renewals thereof. B. Either b. This Agreement and the Term may be terminated as follows: (1) By the unaffected Party may terminate this Agreement with or without cause on thirty liability at any time upon seven (307) days’ days prior written notice upon the happening of any of the following events: (a) A Party ceases to function as a going concern or to conduct its operation in the other normal course of business, (b) A Party becomes involved in financial difficulties resulting in the appointment of a receiver or trustee, establishment of a moratorium for the payment of indebtedness, a petition in bankruptcy or an assignment on behalf of a Party.'s creditors, or C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured (2) If any Party commits a material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes provisions of this Agreement, a material non-breaching Party may terminate the Agreement at any time, if after providing written notice to the breaching Party of the alleged breach shall be deemed or failure, the breach or failure remains uncured if cure shall not have been made within for a period of thirty (30) business days following issuance after receipt of notice such notice; provided, however, that a Party shall not be entitled to more than one cure period for the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 same or similar categories of this Agreement shall survive termination breaches during the initial or expiration any renewal Term of this Agreement. HoweverSubject to Section 14 hereof, upon failure by Video News to (x) meet production schedules, or (y) provide access to each VNW and emergency technical support to Clients twenty four (24) hours a day, seven days a week and provide standard technical support, as required, to meet Clients' reasonable standards, shall be deemed to be material breaches of this Agreement; provided, however, that the sole remedy for such deemed breaches shall be termination of this Agreement in accordance with this paragraph 10. c. Promptly after completion of the first 120 days of the Term, the Parties shall agree in writing on minimum volume levels which PR Newswire will use its reasonable best efforts to achieve. Subject to Section 14 hereof, failure by Publisher due PR Newswire to the uncured meet such volume levels mutually agreed in writing shall be deemed to be a material breach of CLOCKSSthis Agreement; provided, all rights granted however, that the sole remedy for such deemed breach shall be termination of this Agreement in accordance with this paragraph 10. d. Subject to CLOCKSS shall terminatewritten commitments with Clients in substantially the form approved by Video News, and CLOCKSS the next sentence of this Section 10c, after termination of this Agreement, PR Newswire shall provide have no further express authorization or consent from Video News to Publisher proof use any VNW in any manner whatsoever. Notwithstanding the foregoing, at PR Newswire's request, Video News will negotiate in good faith with PR Newswire to extend to PR Newswire, following expiration or termination of destruction this Agreement, a perpetual license to broadcast each VNW completed prior to expiration or termination of all Archived Contentthis Agreement via the Internet on commercially reasonable terms and conditions (a "Post Term Purchase").