Common use of TERMINATION AND EXPIRY Clause in Contracts

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement 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, upon giving the Licensee ten (10) Business Days’ notice, to 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 Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 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 not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including 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. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, Term unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement 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 the Agreement but subject to clause 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this the Agreement and the Licence 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 Product to the Licensee. Consequences If this the Agreement is terminated under clauses 6.2 or 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 not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including 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. Continuing obligations After expiry or termination of this Agreementthe Agreement or a Licence, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 10, 15 and 16 18 will still be binding on the Licensee 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content Conduct will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

TERMINATION AND EXPIRY. 7.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, Term unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. section 1.3.‌‌ 7.2 Breach A Either party may terminate this Agreement for cause (i) upon five (5) Business Days’ written with immediate effect by giving notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or if: (iia) if the other party becomes breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; (b) the subject other party breaches any of its obligations under this Agreement incapable of remedy; or (c) the other party files for protection under bankruptcy laws, makes an Insolvency Event. assignment for the benefit of creditors, appoints or suffers appointment of a 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 discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due. 7.3 Termination by Nearmap Notwithstanding Regardless of anything else in this Agreement but subject to clause 4.5the Agreement, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this the Agreement if: and the License if:‌ (a) any licencelicense, 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 and (b) Nearmap is prohibited from providing the Product Products to the Licensee. Licensee.‌‌ 7.4 Consequences If this the Agreement is terminated under clauses 6.2 sections 7.2 or 6.3 7.3, or expires under clause 3.3: expires: (a) the Licence License immediately terminates, terminates and the Products will no longer be available to the Licensee and to the Licensee Customers (through the Licensee; ’s Platform); (b) the Licensee must immediately destroy, delete or 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 and (c) subject to clause 7.3section 8.3, the Licensee is not permitted to use any Products for any purpose. . 7.5 Costs Nearmap reserves all rights following termination of this Agreement, including 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. Agreement.‌ 7.6 Continuing obligations After expiry or termination of this Agreementthe Agreement or a License, clauses 1.5sections 1.4, 2, 3.5, 3.6, 43.7, 5, 6.57.4, 77.5, 7.6, 8, 9, 10 10, 11, 12, 14, 15, 16, 18 and 16 19 will still be binding on the Licensee in relation to Products licenced licensed 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.Term.‌‌‌

TERMINATION AND EXPIRY. Initial Term This The Licensor shall have the right to terminate this Agreement: a) If the Licensee fails to pay in due time an amount due under the present Agreement commences on and fails to remedy such default within thirty (30) days of the Commencement Date sending of a written notice by the Licensor to the Licensee; b) For breach or default of any of its provisions by the Licensee if the Licensee fails to remedy such breach or default within thirty (30) days after the Licensor has given the Licensee a written notice specifying the nature of such breach or default; and c) If proceedings for the voluntary winding up or liquidation of the Licensee are commenced or if bankruptcy, insolvency or other similar proceedings for such purposes brought by another are commenced against the Licensee (unless such proceedings are part of a scheme for reconstruction in such manner that the company resulting, if a different legal entity, shall effectively agree to be bound by or assume the obligations of this Agreement) or if a trustee, manager or receiver be appointed to the whole or part of the Licensee; d) Notwithstanding the termination and continues until expiry of the Termpresent Agreement, unless terminated earlier the Licensee shall continue to be bound by the declarations concerning confidentiality included in accordance the present Agreement; e) Notwithstanding the above, in the event of any breaches by Licensee, Licensor shall be entitled to terminate this Agreement upon written notice and, immediately thereupon, this Agreement shall cease to have effect, but without prejudice to the rights and remedies of Licensor in respect of the breach or antecedent breach by Licensee of any of its obligations under this Agreement; f) Immediately upon termination of this Agreement, the Licensee shall discontinue all use, sale or distribution of the Product and of St-Elie Packaging; g) If Licensee shall have any remaining stocks (inventory) of the Product or of St-Elie Packaging at the time of termination they may be disposed of by Licensee in compliance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement 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, upon giving the Licensee ten (10) Business Days’ notice, to 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 Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 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 not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including 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. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.but not otherwise;

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, Term unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ 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 the Agreement but subject to clause 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this the Agreement and the Licence, 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 Product to the Licensee. Consequences If this the Agreement is terminated under clauses 6.2 or 6.3 6.2, 6.3, or expires under clause 3.3: the Licence immediately terminates, 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 not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including 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. Continuing obligations After expiry or termination of this Agreementthe Agreement or a Licence, clauses 1.5, 2, 3.5, 3.6, 4, 56.4, 6.5, 7, 8, 9, 10 10, 11, 13, 14, 16 and 16 17 will still be binding on the Licensee 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed licenced to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement 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 ten (10) Business Days’ notice, to 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 Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 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 not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including 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. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee 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 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.