Common use of TERMINATION AND EXPIRY Clause in Contracts

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/or

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day 12.1 Subject to payment of the Term unless terminated earlier by Royalty Fee to the Licensors, this Agreement shall automatically renew for a period of 12 months after the end of the Initial Period and at the end of each subsequent Renewal Period until either party gives to the other party not less than three months prior written agreement or notice that it does not wish for the Agreement to automatically renew, in accordance with which event the terms Agreement shall terminate at the end of this clause 11the relevant Renewal Period. 11.2 12.2 This Agreement may be terminated by the Licensee Licensee, by giving not less than three months written notice to the Licensors or upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 circumstances where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from . In the date all such activities cease; or 11.2.2 where ICE notifies event that the Licensee under terminates the Agreement pursuant to this clause 17.4 12.2, the Licensee shall not be entitled to any refund of a variation Royalty Fees, however, subsequent Quarterly instalments of the annual Royalty Fee relating to these terms and conditions, provided such notice is given no later than thirty (30) days Quarters falling after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effectAgreement terminates shall not be payable. 11.3 12.3 Each party will shall have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 (a) commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days 14 clear days after receipt of notice of such breach; or (b) commits a material breach of this Agreement which is not capable of remedy; and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8doubt, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will shall be deemed to be capable of remedy if such obligation is performed by such party within such thirty the 14 day cure period specified in (30a) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedyabove. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will 12.4 The Licensors shall have the right to terminate this Agreement with immediate effect by written notice forthwith if the Licensee: 11.5.1 (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 (b) becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (ai) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (bii) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days 14 days or in the case of an administration petition within two (2) Business Days2 days, of the institution or presentation thereof; 11.5.5 (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 (g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days 30 days thereafter; and/oror (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive). 12.5 The licences granted under clause 2 are so granted on the basis of the representations made by the Licensee in part A of the application form. 12.6 The Licensors shall have the right to terminate this Agreement by notice forthwith if the licences granted under clause 2 are no longer valid pursuant to clause 3. 12.7 Termination of this Agreement for whatever reason shall be without prejudice to any rights which have already accrued to the parties under this Agreement.

TERMINATION AND EXPIRY. 11.1 Initial Term This Agreement will expire commences on the last day Commencement Date and continues until expiry of the Term unless terminated earlier by written agreement or in accordance with the terms of this Agreement or renewed under clause 11. 11.2 This 1.3. Breach A party may terminate this Agreement may be terminated for cause (i) upon five (5) Business Days written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this Agreement but subject to clause 4.5, Nearmap has the right, in its absolute discretion and upon giving the Licensee upon written notice ten (10) Business Days’ notice, to xxxxxxxxx@xxxxxxxxxxx.xxx) terminate this Agreement, if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the following circumstances: 11.2.1 where Product to the Licensee. Consequences If the Agreement is terminated under clauses 6.2, 6.3, or expires under clause 3.3: the Licence immediately terminates and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is ceasing not permitted to engage in use any Products for any purpose. Costs Nearmap reserves all activities covered by rights following termination of this Agreement, with immediate effect from including any rights available to Nearmap to collect any outstanding Fees which may be owed by the date all such activities cease; or 11.2.2 where ICE notifies Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 6.4, 6.5, 7, 8, 9, 10, 11, 13, 14, 16 and 17 will still be binding on the Licensee under in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 17.4 of a variation 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licenced to these terms the Licensee. Trademarks The Nearmap trademarks and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement by notice forthwith where confers upon the other party: 11.3.1 commits Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a material breach of this Agreement which is capable of remedy royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and fails display Nearmap trademarks only to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for extent necessary to comply with the Licensee’s obligations under clause 3.8, any breach which consists this Agreement. Any such reproduction and display of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of those marks must comply with the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 policies and rules Nearmap makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject available to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/orLicensee from time to time.

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/or 11.5.8 causes or is subject to any event which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in the preceding provisions of this clause 11.5.

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/or

TERMINATION AND EXPIRY. 11.1 This 9.1 The term of the licences granted under this Agreement will expire shall be limited to the period during which the Licensed Station Broadcasts, as indicated on the last day of the Term Licensee’s completed Application Form, unless otherwise terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will 9.2 Notwithstanding clause 9.1 above, the Licensors or the Licensee shall have the right to terminate this Agreement in respect of the particular Licensed Station concerned by notice forthwith where the other party: 11.3.1 (a) commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days 14 days after receipt of notice of such breach; or (b) commits a material breach of this Agreement which is not capable of remedy; and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8doubt, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will shall be deemed to be capable of remedy if such obligation is performed by such party within such thirty the 14 day cure period specified in (30a) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedyabove. 11.4 Without limitation, breach of any of 9.3 The Licensors or the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will shall have the right to terminate this Agreement with immediate effect by written notice forthwith if either of the Licensors (in the case of termination by the Licensee:), or the Licensee (in the case of termination by the Licensors): 11.5.1 (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 (b) becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (ai) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (bii) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days 14 days or in the case of an administration petition within two (2) Business Days2 days, of the institution or presentation thereof; 11.5.5 (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 (g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days 30 days thereafter; and/oror (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive). 9.4 For the avoidance of doubt, this Agreement shall also terminate the licences in respect of a Licensed Station where any of the steps in 9.1 to

TERMINATION AND EXPIRY. 11.1 This 10.1 The Licensee may terminate this Agreement by giving not less than three months written notice to the Licensors. No refund of Royalty Fees shall be provided to the Licensee where the Licensee terminates the Agreement under this clause 10.1. 10.2 The Licensors may terminate this Agreement by giving not less than three months written notice to the Licensee provided that: (a) where the Licensors replace the IMRO Online Licence with a similar licensing scheme, the Licensors will expire on credit to the last day Licensee under such new licensing scheme a pro-rated portion of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 This Agreement may be terminated Royalty Fees paid by the Licensee upon written corresponding to the unexpired portion of the 12 month licence period remaining after the expiry of the notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities ceaseperiod; or 11.2.2 (b) where ICE notifies no replacement licence to the IMRO Online Licence is to be offered by the Licensors, the Licensors will refund a prorated portion of the Royalty Fees paid by the Licensee under clause 17.4 corresponding to the unexpired portion of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days the 12 month licence period remaining after the date of notification expiry of the variation, with such termination taking effect on the day before the date on which the variation comes into effectnotice period. 11.3 Each 10.3 A party will shall have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 (a) commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days 14 clear days after receipt of notice of such breach; or (b) commits a material breach of this Agreement which is not capable of remedy; or (c) goes into receivership or any resolution is passed for its winding-up or liquidation (other than for the purposes of reconstruction or amalgamation) or is otherwise unable to pay its debts, and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8doubt, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will shall be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30the 14 day remedy period specified in clause 10.3(a) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedyabove. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/or

TERMINATION AND EXPIRY. 11.1 7.1 Initial Term This Agreement will expire commences on the last day Commencement Date and continues until expiry of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11Agreement or renewed under section 1.3. 11.2 This 7.2 Breach Either party may terminate this Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from by giving notice to the date all such activities cease; orother party if:‌ 11.2.2 where ICE notifies (a) the Licensee other party breaches any of its obligation under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such that breach within thirty fourteen (3014) Business Days days after receipt receiving notice requiring it to do so; (b) the other party breaches any of notice of such breach and, for the avoidance of doubt and except for the Licensee’s its obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable incapable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure periodremedy; or 11.3.2 commits (c) the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a material breach of this Agreement receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not capable of remedy. 11.4 Without limitation, breach of any discharged within sixty (60) days of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails filing thereof or admits in writing its inability generally to pay its debts debt generally as they become due;. 11.5.3 makes a general assignment7.3 Termination by Nearmap Regardless of anything else in the Agreement, arrangement or composition with or for Nearmap has the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, andright, in its absolute discretion and upon giving the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within Licensee ten (10) Business Days Days’ notice, to terminate the Agreement and the License if:‌ (a) any license, permission or in authorisation necessary for the case of an administration petition within two (2) Business Days, provision of the institution Products is revoked, altered or presentation thereof;varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and 11.5.5 has a resolution passed for its winding-up(b) Nearmap is prohibited from providing the Products to the Licensee. 7.4 Consequences If the Agreement is terminated under sections 7.2 or 7.3 or expires:‌ (a) the License immediately terminates and the Products will no longer be available to the Licensee, official management or liquidation and to the Customers (other than pursuant to a consolidation, amalgamation or mergerthrough the Licensee’s Platform); 11.5.6 seeks (b) the Licensee must immediately destroy, delete or becomes return to Nearmap all Products, but excluding any Products that are contained in Derivative Works within the Licensee’s Platform and that was created prior to the termination date or expiry of the Agreement; and (c) subject to section 8.3, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process Licensee is not dismissedpermitted to use any Products for any purpose. 7.5 Costs Nearmap reserves all rights following termination of this Agreement, dischargedincluding any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement.‌ 7.6 Continuing obligations After expiry or termination of the Agreement or a License, stayed sections 1.4, 2, 3.6, 3.7, 5, 7.4, 7.5, 7.6, 8, 9, 10, 1110.8, 12, 14, 15, 16, 18 and 19 will still be binding on the Licensee in relation to Products licensed or restrained, in each case within twenty-one (21) Business Days thereafter; and/orobtained during the Term.‌

TERMINATION AND EXPIRY. 11.1 13.1 This Agreement will shall expire on the last day of the Term 30th June 2012 unless terminated earlier by written agreement or in accordance with the terms of this clause 1113. 11.2 13.2 This Agreement may be terminated by either party by the Licensee upon written terminating party giving the other party not less than three months notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effectwriting. 11.3 13.3 Each party will shall have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 (a) commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days 14 clear days after receipt of notice of such breach; or (b) commits a material breach of this Agreement which is not capable of remedy; and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8doubt, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will shall be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30the 14 day cure period specified in clause 13.3(a) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedyabove. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will 13.4 The Licensors shall have the right to terminate this Agreement with immediate effect by written notice forthwith if the Licensee: 11.5.1 (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 (b) becomes insolvent or is unable to pay its debts as they become due (as that term is defined in section 123 of the Insolvency Act 1986Companies Acts 1963-2006) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (ai) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administrationexaminership, winding-up or liquidation; or (bii) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days 14 days or in the case of an administration examinership petition within two (2) Business Days2 days, of the institution or presentation thereof; 11.5.5 (e) has a resolution passed for its winding-up, official management examinership, or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 (f) seeks or becomes subject to the appointment of an administratorexaminer, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 (g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days 30 days thereafter; and/oror (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive). 13.5 The licences granted under clause 2 of this Agreement are so granted on the basis of the representations made by the Licensee in part A of the application form. 13.6 Termination of this Agreement for whatever reason shall be without prejudice to any rights which have already accrued to the parties under this Agreement.

TERMINATION AND EXPIRY. 11.1 22.1 This Agreement will expire shall come to an end on the last day of the Term Expiry Date unless terminated earlier by written agreement or in accordance with for the terms of circumstances provided under this clause 11Clause 22 and any other provisions under this Agreement. 11.2 This Agreement may be terminated by the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 where the Licensee 22.2 The Contracting Authority is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right entitled to terminate this the Agreement by notice forthwith where the other party: 11.3.1 commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petitionearly by: (a) results giving three (3) months’ written notice (which includes a one-month cure period and two-months' notice) where: (i) the Private party fails to perform any of its obligations under this Agreement and this has a material impact on the Project and such failure continues after the lapse of the three (3) months’ written notice from the Contracting Authority to the Private party requesting that such failure be cured; (ii) the actions of the Private party directly cause a widespread danger to the health of the public in a judgment the Service Area and such failure continues after the lapse of insolvency the three (3) months’ written notice from the Contracting Authority to the Private party requesting that such failure be cured; (iii) the Private party becomes insolvent or bankruptcy bankrupt or the entry of an order for relief goes into liquidation whether compulsory or the making of an order for its administration, winding-up or liquidationvoluntary; or (b) giving a one(1) day notice to terminate where it has been established by relevant Authority that the Private party has engaged in corrupt or fraudulent practices in competing for or in executing this Agreement. 22.3 The Private party is entitled to terminate the Agreement early where: (a) the Contracting Authority fails to perform any of its obligations under this Agreement in a material respect and such failure continues after the lapse of the three (3) months’ written notice from the Private party to the Contracting Authority requesting that such failure be cured; or (b) the Lenders instruct the Private party to terminate this Agreement due to either the Private party or the Contracting Authority's material failure to fulfil its obligations under this Agreement, after the lapse of six (6) months' written notice from the Lenders to the Private party requesting that such failure by the Private party or the Contracting Authority be cured. 22.4 In respect of Clause 22.2(a)(ii)22.2(a)(ii)and 22.2(a)(iii) such right to terminate shall not dismissed, discharged, stayed arise to the extent that the default occurred solely as a result of any breach of the other party of this Agreement or restrained in is due to Force Majeure. 22.5 In the case of a winding-up petition within ten (10) Business Days or prolonged Force Majeure, the Parties may terminate this Agreement without further liability to each other in accordance with Clause28.5. 22.6 In the case of an administration petition within two (2) Business Daysprolonged Material Adverse Government Action, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, Parties may terminate this Agreement in each case within twenty-one (21) Business Days thereafter; and/oraccordance with Clause29.4.

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day 12.1 Subject to payment of the Term unless terminated earlier by Royalty Fee to the Licensors, this Agreement shall automatically renew for a period of 12 months after the end of the Initial Period and at the end of each subsequent Renewal Period until either party gives to the other party not less than three months prior written agreement or notice that it does not wish for the Agreement to automatically renew, in accordance with which event the terms Agreement shall terminate at the end of this clause 11the relevant Renewal Period. 11.2 12.2 This Agreement may be terminated by the Licensee Licensee, by giving not less than three months written notice to the Licensors or upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) in the following circumstances: 11.2.1 circumstances where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from . In the date all such activities cease; or 11.2.2 where ICE notifies event that the Licensee under terminates the Agreement pursuant to this clause 17.4 12.2, the Licensee shall not be entitled to any refund of a variation Royalty Fees, however, subsequent Quarterly instalments of the annual Royalty Fee relating to these terms and conditions, provided such notice is given no later than thirty (30) days Quarters falling after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effectAgreement terminates shall not be payable. 11.3 12.3 Each party will shall have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 (a) commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) Business Days 14 clear days after receipt of notice of such breach; or (b) commits a material breach of this Agreement which is not capable of remedy; and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8doubt, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will shall be deemed to be capable of remedy if such obligation is performed by such party within such thirty the 14 day cure period specified in (30a) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedyabove. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will 12.4 The Licensors shall have the right to terminate this Agreement with immediate effect by written notice forthwith if the Licensee: 11.5.1 (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 (b) becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (ai) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (bii) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days 14 days or in the case of an administration petition within two (2) Business Days2 days, of the institution or presentation thereof;; January 2017 11.5.5 (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 (g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days 30 days thereafter; and/oror (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive). 12.5 The licences granted under clause 2 are so granted on the basis of the representations made by the Licensee in part A of the application form. 12.6 The Licensors shall have the right to terminate this Agreement by notice forthwith if the licences granted under clause 2 are no longer valid pursuant to clause 3. 12.7 Termination of this Agreement for whatever reason shall be without prejudice to any rights which have already accrued to the parties under this Agreement.

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier (a) A Licensee may terminate this agreement by written notice to Pongolabs: (i) if Pongolabs materially breaches this agreement and fails to rectify that breach within 10 Business Days of receiving a written notice to rectify the breach (ii) if Pongolabs becomes subject to an Insolvency Event (iii) at any time after the Initial Term or during a Further Term by giving at least 90 days notice (b) Pongolabs may terminate this agreement or suspend your access (or the access of any other Participant) by written notice to you if: (i) a Participant breaches a material obligation under this agreement and fails to rectify that breach within 10 Business Days of receiving a written notice from Pongolabs; (ii) if the Licensee fails to pay any amount due to Pongolabs under this agreement or in accordance connection with any services relating to the System; (iii) you or the Licensee is subject to an Insolvency Event; (iv) a Participant breaches clauses 10(b) to 10(f), 10(i) or 10(m) (suspension only for these triggers). (c) Where this agreement is terminated for Pongolabs’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. In all other cases, Pongolabs is entitled to retain any prepaid fees. (d) On termination or expiry: (i) subject to your rights to access Client Data after the Term under clause 13, you must cease using the System and destroy or return all copies of the System, Documentation or Pongolab’s Confidential Information on your systems or (e) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 12, 14, 15, 17, 18, 19, 20 and 21. A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this clause 11. 11.2 This Agreement agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants providing that such parties give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that party's obligations under this clause. Accordingly, in addition to other remedies that may be terminated by the Licensee upon written notice (available, a Discloser may seek urgent interlocutory relief to xxxxxxxxx@xxxxxxxxxxx.xxx) protect its rights and interest in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material its Confidential Information against any actual or potential breach of this Agreement which is capable clause by the Recipient, without proof of remedy and fails actual damages, in addition to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in remedy to which the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/orDiscloser would be entitled.

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier (a) You may terminate this agreement by written notice to Pongolabs, if Pongolabs materially breaches this agreement and fails to rectify that breach within 10 Business Days of receiving a written notice to rectify the breach or if Pongolabs becomes subject to an Insolvency Event. (b) Pongolabs may terminate this agreement or suspend your access (or the access of any other Participant) by written notice to you if: (i) a Participant breaches a material obligation under this agreement and fails to rectify that breach within 10 Business Days of receiving a written notice from Pongolabs; (ii) if you fail to pay any amount due to Pongolabs under this agreement or in accordance connection with any services relating to the System; (iii) the Order is terminated; (iv) you or the Licensee is subject to an Insolvency Event; and (v) a Participant breaches a term of the Order (if applicable) or clause 8 . (c) On termination or expiry: (i) you must pay Pongolabs for any work completed under this Agreement up until the date of termination; (ii) subject to your rights to access Client Data after the Term under clause 13, you must cease using the Deliverables and destroy or return all copies of the Deliverables or Pongolabs’s Confidential Information on your systems or under your control; and (iii) if requested by the Licensee, Pongolabs will permanently delete your Client Data. (d) Any termination of this agreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including clauses 8, 9, 10, 12, 13 and 14. A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information. A party will not be in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this clause 11. 11.2 This Agreement agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants providing that such parties give an undertaking to abide by the terms of confidentiality imposed on the parties by this agreement. Each party acknowledges that damages alone are unlikely to be an adequate remedy in respect of any breach of that party's obligations under this clause. Accordingly, in addition to other remedies that may be terminated by the Licensee upon written notice (available, a Discloser may seek urgent interlocutory relief to xxxxxxxxx@xxxxxxxxxxx.xxx) protect its rights and interest in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 of a variation to these terms and conditions, provided such notice is given no later than thirty (30) days after the date of notification of the variation, with such termination taking effect on the day before the date on which the variation comes into effect. 11.3 Each party will have the right to terminate this Agreement by notice forthwith where the other party: 11.3.1 commits a material its Confidential Information against any actual or potential breach of this Agreement which is capable clause by the Recipient, without proof of remedy and fails actual damages, in addition to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within any period required or by any date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; or 11.3.2 commits a material breach of this Agreement which is not capable of remedy. 11.4 Without limitation, breach of any of the following provisions in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will have the right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in remedy to which the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject Discloser would be entitled. You agree that Pongolabs may make reasonable reference to the appointment fact that Pongolabs has (or does) provide services to you (including reasonable use of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all your logo) in its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/ormarketing materials..

TERMINATION AND EXPIRY. 11.1 This Agreement will expire on the last day of the Term unless terminated earlier by written agreement or in accordance with the terms of this clause 11. 11.2 17.1 This Agreement may be terminated immediately by notice in writing by either party if the Licensee upon written notice (to xxxxxxxxx@xxxxxxxxxxx.xxx) other party commits any material breach of any term of this Agreement and, in the following circumstances: 11.2.1 where the Licensee is ceasing to engage in all activities covered by this Agreement, with immediate effect from the date all such activities cease; or 11.2.2 where ICE notifies the Licensee under clause 17.4 case of a variation material breach capable of being remedied, fails to these terms and conditions, provided such notice is given no later than remedy the breach within thirty (30) days after the date of notification of the variation, with receipt of notice in writing from the first party specifying such termination taking effect on the day before the date on which the variation comes into effectbreach. 11.3 Each 17.2 This Agreement may be terminated immediately by either party will have by notice in writing from the party not at fault if the other party other has a receiver, administrator, administrative receiver or manager appointed over the whole or a substantial part of its assets, becomes insolvent, commits any act of bankruptcy, is wound up or goes into liquidation, or if the other suffers any analogous proceedings under foreign law. 17.3 Vigilant Asia may terminate this Agreement at any time (without liability and without entitling Customer to receive any compensation in respect of the termination of this Agreement) by giving at least thirty (30) days prior written notice to Customer. 17.4 Notwithstanding any other term in this Agreement, Vigilant Asia reserves the right to terminate this Agreement by giving fourteen (14) days written notice forthwith where to Customer if Customer fails to pay any of the other party:amounts payable under or pursuant to this Agreement in accordance with the Sales Order. 11.3.1 commits a material breach 17.5 Any termination of this Agreement which is capable pursuant to this Clause 17 shall be without prejudice to any other rights or remedies of remedy and fails to remedy such breach within thirty (30) Business Days after receipt of notice of such breach and, for the avoidance of doubt and except for the Licensee’s obligations under clause 3.8, any breach which consists of a failure by either party to perform an obligation under this Agreement within hereunder and shall not affect any period required accrued rights or by any obligations of either party at the date specified under this Agreement will be deemed to be capable of remedy if such obligation is performed by such party within such thirty (30) Business Day cure period; ortermination. 11.3.2 commits a material breach 17.6 In the event of termination or expiry of this Agreement which is not capable Agreement, Vigilant Asia shall discontinue provision of remedy. 11.4 Without limitation, breach the Service to Customer and Customer shall immediately destroy or delete all copies of any Vigilant Asia IP, including photographs, videos or screen captures of the following provisions Service in this Agreement will be deemed material breach: 11.4.1 non-payment of Licence Fees or other amounts due hereunder; and/or 11.4.2 clause 2.4; and/or 11.4.3 Licensee undergoes a Change of Control, of which written notice will be given to ICE as soon as Licensee is legally able to do so. 11.5 ICE will Customer’s possession. Vigilant Asia shall also have the right to access Customer Network, Technical Environment and relevant premises to uninstall or remove any components, devices or hardware utilised for the Service at the Customer’s costs. 17.7 Save in accordance with Clause 17, each party shall have no right to terminate this Agreement with immediate effect by written notice if the Licensee: 11.5.1 is dissolved (other than pursuant to a consolidation, amalgamation or merger); 11.5.2 becomes insolvent or is unable to pay its debts (as that term is defined in section 123 of the Insolvency Act 1986) or fails or admits in writing its inability generally to pay its debts as they become due; 11.5.3 makes a general assignment, arrangement or composition with or for the benefit of its creditors; 11.5.4 institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition: (a) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its administration, winding-up or liquidation; or (b) is not dismissed, discharged, stayed or restrained in the case of a winding-up petition within ten (10) Business Days or in the case of an administration petition within two (2) Business Days, of the institution or presentation thereof; 11.5.5 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); 11.5.6 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; 11.5.7 has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within twenty-one (21) Business Days thereafter; and/orAgreement.