Common use of Termination and Term Clause in Contracts

Termination and Term. (a) Upon the occurrence of a material breach or default as to any obligation hereunder by either party and the failure of the breaching party to promptly pursue (within thirty (30) days after receiving written notice thereof from the non-breaching party) a reasonable remedy designed to cure (in the reasonable judgment of the non- breaching party) such material breach or default, this Agreement may be terminated by the non-breaching party by giving written notice of termination to the breaching party, such termination being immediately effective upon the giving of such notice of termination. (b) The initial term of this Agreement shall begin on the date first indicated above and shall (unless terminated earlier pursuant to the terms of Section 11(a) above) expire at the end of the third (3rd) Contract Year or any renewal period. The term of this Agreement shall be automatically renewed for additional periods of one (1) Contract Year each unless either Party gives the other Party a written notice not to renew this Agreement at least three (3) months before the expiration of the original term or any such renewal of this Agreement. If such three (3) months notice has not been given, then both Parties shall agree in writing on mutually acceptable terms for such renewed Contract Year. (c) Upon termination or expiration of this Agreement, neither party shall have any obligation to the other party, or to any employee of the other party, for compensation or for damages of any kind, whether on account of the loss by the other party or such employee of present or prospective sales, investments, compensation, goodwill or otherwise. Each party, for itself and on behalf of each of its employees, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not granted to it or them by this Agreement. Each party hereby indemnifies and holds the other party harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any of its employees, agents or representatives under any applicable termination, labor, social security or other similar laws or regulations. (d) Notwithstanding Section 11(c) above or any other provision of this Agreement, termination of this Agreement shall not affect the obligation of NK to pay Aspect all amounts owing or to become owing as a result of Products delivered on or before the date of such termination, as well as interest thereon to the extent any such amounts are paid after the date they became or will become due pursuant to this Agreement. (e) Notwithstanding anything else in this Agreement to the contrary, the parties agree that Sections 2(e)(vi), 3(c) and (f), 8, 9, 10, 11(c), (d) and (e), 12 and 13 shall survive the termination or expiration of this Agreement, as the case may be. (f) Before or upon termination or expiration of this Agreement, the Parties shall discuss the rights and obligations of the Parties after such termination regarding NK's inventories of Products not resold to any customers at the time of such termination or expiration (including NK's right to sell, or Aspect's obligation to repurchase, such inventories), and regarding the after-service for Products resold to the customers in the Territory by NK before such termination or expiration (including Aspect's responsibility for taking over such after-service or for supplying NK with any parts that are necessary for such after-service). (g) After termination or expiration of this Agreement, Aspect or its designee shall continue to supply NK with BIS sensors to use with BIS monitors sold by NK before such termination or expiration.