Common use of Term Default and Termination Clause in Contracts

Term Default and Termination. (a) The term of this Agreement shall commence upon the Effective Date and shall continue for so long as Customer has valid Subscriptions, subject to earlier termination as provided in this Agreement. (b) The initial Subscription Period shall commence on the date set out in the applicable Order Form and shall run for the period specified on the Order Form. The Subscription Period shall thereafter be automatically renewed for successive Subscription Periods each of equal duration to the initial Subscription Period unless either party gives the other notice of nonrenewal at least 30 days prior to the end of the initial or any successive Subscription Period. (c) Precision may terminate this Agreement by written notice to Customer if Customer breaches any of Sections 2(a), 2(e), or 7(b), effective from the date of written notice. (d) In the event either party defaults in any material obligation in this Agreement, the other party shall give written notice of such default, and, if the party in default has not cured the default within thirty (30) days after the notice (or five (5) days notice if supplied on a proof of concept or trial basis), the other party shall have the right to terminate this Agreement. Customer’s failure to pay all amounts due under this Agreement shall constitute a default of its material obligations. (e) Either party may terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other party: (i) a receiver is appointed for such party or its material assets; (ii) such party becomes insolvent, generally unable to pay its debts as they become due, makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor’s relief law; (iii) if proceedings are commenced against such party under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (iv) if such party is liquidated or dissolved or otherwise permanently ceases to do business. (f) Upon termination of this Agreement, regardless of the cause, the licenses granted under this Agreement are immediately revoked. Within ten (10) business days after the termination of this Agreement, (i) each party shall return the Confidential Information of the other party to the other party, (ii) without limiting the foregoing, Customer shall, at Precision’s direction, return to Precision or destroy all copies of the Licensed Software and Documentation in Customer’s possession, and (iii) each party will deliver a certificate of an officer of that party certifying that the same has been completed. Customer shall continue to be obligated for any payments due as of the date of termination. Termination of the Agreement shall be in addition to, and not in lieu of, any other remedies available to either party. (g) Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation or liability accruing prior to such expiration or termination. In addition, such terms as by their nature would reasonably be expected to remain in force shall survive expiration or termination of this Agreement.

Term Default and Termination. (a) The term of this Agreement shall commence upon the Effective Date and shall continue for so long as Customer has valid Subscriptionsthe Subscription Term set out in the Cover Sheet, subject to earlier termination as provided in this Agreement. (b) The initial Subscription Period shall commence on the date set out in the applicable Order Form and shall run for the period specified on the Order Form. The Subscription Period shall thereafter be automatically renewed for successive Subscription Periods each of equal duration to the initial Subscription Period unless either party gives the other notice of nonrenewal at least 30 days prior to the end of the initial or any successive Subscription Period. (c) Precision may terminate this Agreement by written notice to Customer if Customer breaches any of Sections 2(a), 2(e2(d), or 7(b4(b), effective from the date of written notice. (dc) In the event either party defaults in any material obligation in this Agreement, the other party shall give written notice of such default, and, if the party in default has not cured the default within thirty (30) days after the notice (or five (5) days notice if supplied on a proof of concept or trial basis)after the notice, the other party shall have the right to terminate this Agreement. Customer’s failure to pay all amounts due under this Agreement shall constitute a default of its material obligations. (e) Either party may terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other party: (i) a receiver is appointed for such party or its material assets; (ii) such party becomes insolvent, generally unable to pay its debts as they become due, makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor’s relief law; (iii) if proceedings are commenced against such party under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (iv) if such party is liquidated or dissolved or otherwise permanently ceases to do business. (fd) Upon termination of this Agreement, regardless of the cause, the licenses granted under this Agreement are immediately revoked. Within ten (10) business days after the termination of this Agreement, , (i) each party shall return the Confidential Information of the other party to the other party, (ii) without limiting the foregoing, Customer shall, at Precision’s direction, return to Precision or destroy all copies of the Licensed Software and Documentation in Customer’s possession, and (iii) each party will deliver a certificate of an officer of that party certifying that the same has been completed. Customer shall continue to be obligated for any payments due as of the date of termination. Termination of the Agreement shall be in addition to, and not in lieu of, any other remedies available to either party. (ge) Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation or liability accruing prior to such expiration or termination. In addition, Sections 1, 4(a), , 6(a), 6(b), 6(c), 6(d), 7, 9 and such terms as by their nature would reasonably be expected to remain in force shall survive expiration or termination of this Agreement.

Term Default and Termination. (a) The term 12.1 Except with respect to those provisions of this Agreement shall commence upon specifically providing for their term to end on a date other than the third anniversary of the Effective Date and Date, this Agreement shall continue terminate on the third anniversary of the Effective Date. 12.2 In the event of any default in performance of any material term or provision under this Agreement by either party hereto, the nondefaulting party may send a written default notice to the defaulting party explaining the nature of the default. If such default is not totally cured within (i) fifteen (15) days for so long as Customer has valid Subscriptionspayment default after the receipt of the default notice or (ii) thirty (30) days for all other defaults after the receipt of the default notice, subject to earlier the nondefaulting party may deliver a termination as provided in notice terminating this Agreement. (b) The initial Subscription Period shall commence on the date set out , effective immediately, provided that in the applicable Order Form and shall run for the period specified on the Order Form. The Subscription Period shall thereafter case of a default described in clause (ii) that is capable of being cured such default must first be automatically renewed for successive Subscription Periods each of equal duration referred to the initial Subscription Period unless either party gives the other notice of nonrenewal at least 30 days prior Liaison Committee (and if applicable to the end CEOs of CV Services and CV pursuant to Section 11). If a party is diligently attempting such a cure, the initial or any successive Subscription Period. (c) Precision may non-defaulting party shall only have the right to terminate this Agreement if the default is not totally cured within ninety (90) days after the receipt of the default notice and the CEOs are unable to resolve such dispute pursuant to the provisions of Section 11. Termination of this Agreement by written notice either party shall not be deemed an election of remedies or waiver of any claims relating to Customer if Customer breaches any of Sections 2(a), 2(e), or 7(b), effective from the date of written noticeother party. (d) 12.3 In the event that either party defaults files a petition in any material obligation in this Agreementbankruptcy or has such a petition filed against it, the other party shall give written notice of such default, and, if the party in default has which petition is not cured the default discharged within thirty (30) days after filing, or is placed in a receivership or reorganization proceeding or is placed in a trusteeship involving an insolvency, or ceases doing business in the notice (or five (5) days notice if supplied on a proof of concept or trial basis)ordinary course, the other party shall have the right to terminate this Agreement. Customer’s failure to pay all amounts due under this Agreement shall constitute a default of its material obligations. (e) Either party may terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other party: by giving a termination notice, which termination shall become effective fifteen (i) a receiver is appointed for such party or its material assets; (ii) such party becomes insolvent, generally unable to pay its debts as they become due, makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor’s relief law; (iii) if proceedings are commenced against such party under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (6015) days from the date of commencement thereof; or (iv) if such party is liquidated or dissolved or otherwise permanently ceases to do businessafter mailing. (f) 12.4 Upon termination of this Agreementthe distribution arrangements set forth in Section 9, regardless of the cause, the licenses granted under this Agreement are CVSI shall immediately revoked. Within ten (10) business days after the termination of this Agreement, (i) each party shall cease using and either return the Confidential Information of the other party to the other party, (ii) without limiting the foregoing, Customer shall, at Precision’s direction, return to Precision or destroy all copies of the Licensed Software and Documentation in Customer’s possession, and (iii) each party will deliver a certificate of an officer of that party certifying that the same has been completed. Customer shall continue to be obligated for any payments due as of the date of termination. Termination of the Agreement shall be in addition to, and not in lieu ofat CV's discretion, any other remedies available and all CV Products used for demonstration and documentation to either partyCV and certify it has returned or destroyed all originals and copies, in any form, of such materials. (g) Neither expiration nor any termination of this Agreement shall relieve either Party of any obligation or liability accruing prior to such expiration or termination. In addition, such terms as by their nature would reasonably be expected to remain in force shall survive expiration or termination of this Agreement.