Common use of Terms and Termination Clause in Contracts

Terms and Termination. 12.1 This Agreement shall continue in full force and effect for a-period of thirty six (36) months from the date of this Agreement unless earlier terminated as provided below in this section. An annual review shall be done by either party in order to consider any change that may affect the condition of the business between TEAM and APT. Prices however, are subject to change at any time if mutually agreed upon by TEAM and the Customer. 12.2 Either party may terminate this Agreement in the event that the other party defaults in the performance of its obligations under this Agreement and the default has not been remedied to the reasonable satisfaction of the non defaulting party within ninety (90) days after receipt by the defaulting party of written notice of the default. 12.3 Customer may terminate this Agreement after giving TEAM ninety (90) days' written notice of its intention to do so if TEAM and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) any modification to Customer's process specifications proposed by either party. 12.4 Customer may terminate this Agreement immediately as provided in Section 13.2. TEAM may terminate the Agreement immediately in the event the Customer fails or refuses to pay any outstanding billing of TEAM under this Agreement. 12.5 Upon termination of this Agreement, at Customer's request, TEAM shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture of the Customer's products. 12.6 Upon termination or expiration of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the other; provided, however; that the following provisions shall survive termination of this Agreement: (a) Customer's payment obligations specified in Section 4; (b) Team's obligations specified in Section 6 and 8; (c) any law, order, proclamation, regulation, ordinance, demand or requirement of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformance.

Terms and Termination. 12.1 This Unless earlier terminated pursuant to Sections 12.2, 12.3, or 12.4, this Agreement shall continue in full force and effect for a-period of thirty six terminate no earlier than four (364) months years from the date of this Agreement unless earlier terminated as provided below Agreement, and thereafter will continue in this section. An annual review shall be done force until thirty (30) months following the date of a written notice of intent to terminate by either party in order to consider any change that may affect the condition of the business between TEAM and APT. Prices howeverparty, are subject to change at any time if unless mutually agreed upon by TEAM and between the Customerparties to be a shorter term. 12.2 Either party If a Microorganism is not producing a yield that is acceptable to Diversa, or if Fermic is unable to manufacture a Product at the Facility for any reason, including force majeure, for a period of more than one month, Diversa may terminate this Agreement in effective as of the event end of a month by giving Fermic at least […***…] ([…***…]) […***…] advanced written notice of termination, where upon neither party shall have any further obligation to the other except payment for amounts due the other as of the date of termination and obligations under those ARTICLES and Sections of the Agreement that specifically survive its termination or expiration. Pursuant to this Section 12.2, Auxiliary Equipment shall belong to Diversa and Diversa shall have the right to remove said equipment (at Diversa’s expense), subject to the provisions of Section 5.8. 12.3 Notwithstanding anything to the contrary herein, Diversa shall have the right to reduce its volume requirements under this Agreement by an appropriate amount with […***…] written notice upon the notice of termination of a supply agreement for Product; provided, however, that such reduced commitment shall not exceed the volume utilized for such supply agreement. 12.4 Either party shall have the right (but not the obligation), by giving written notice to the ether, to terminate this Agreement upon the occurrence of any of the following events: 12.4.1 The other party defaults in the performance or observance of its obligations under any section contained in this Agreement and the such default has is not been remedied to the reasonable satisfaction of the non defaulting party cured within ninety thirty (9030) days after receipt by the defaulting party of written notice of thereof from the default. 12.3 Customer may terminate this Agreement after giving TEAM ninety (90) days' written notice of its intention to do so if TEAM and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) any modification to Customer's process specifications proposed by either non-defaulting party. 12.4 Customer may terminate this Agreement immediately as provided 12.4.2 The other party admits in Section 13.2. TEAM may terminate the Agreement immediately in the event the Customer fails or refuses writing its inability to pay its debts generally as they become due; files or consents to the filing against it of a petition under bankruptcy or any outstanding billing insolvency or similar law; appoints or consents to the appointment of TEAM a receiver of itself of all or a substantial part of its property; becomes subject to a court order under this Agreementwhich all or a substantial part of its property is under the control and custody of a court; is subject to an involuntary filing against it of a petition under bankruptcy or other insolvency law; or is in a circumstance substantially similar in character to any of the above. 12.5 Upon termination of this AgreementAgreement for any reason, at Customer's request, TEAM each party shall immediately deliver to Customer promptly return or destroy all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture Proprietary Information of the Customer's productsother. Without limiting the foregoing, Fermic shall return or destroy all Microorganism(s). Each party shall certify in writing to the other that it has fully complied with this Section 12. 5. 12.6 Upon The following Articles and Sections shall survive termination or expiration of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the other; provided, however; that the following provisions shall survive termination of this Agreement: Section 5.7, Section 5.8, ARTICLE X (a) Customer's payment obligations specified in Confidentiality), ARTICLE XI (Indemnity; Warranty Disclaimer); Section 412.5 (Return or Destruction of Proprietary Information); Section 15.3 (b) Team's obligations specified in Independent Contractor Relationship); Section 6 15.6 (Governing Law); and 8; Section 15.7 (c) any law, order, proclamation, regulation, ordinance, demand or requirement of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformanceDispute Resolution).

Terms and Termination. 12.1 This 10.1 Unless earlier terminated pursuant to Sections 10.2-10.4, this Agreement shall continue become effective as of the Effective Date and shall remain in full force and effect for a-period of thirty six three (363) months years from the date of this Agreement unless earlier terminated as provided below in this section. An annual review shall be done by either party in order to consider any change that may affect the condition of the business between TEAM and APT. Prices however, are subject to change at any time if mutually agreed upon by TEAM and the CustomerEffective Date. 12.2 Either party 10.2 Client may terminate this Agreement in or any Work Order with sixty (60) days’ prior written notice to Company. 10.3 In the event that the other party defaults in the performance of its obligations under a material breach of this Agreement and by either Party, the default has not been remedied non-breaching Party shall give written notice to the reasonable satisfaction of the non defaulting party breaching Party requesting it to remedy such breach, and if not so remedied within ninety thirty (9030) days after receipt by of such notice, the defaulting party of written notice of the default. 12.3 Customer non-breaching Party may terminate this Agreement after giving TEAM ninety immediately. Notwithstanding the preceding sentence, in the event of a material breach because of Client’s failure to pay an undisputed amount of the Service Fee, Client shall have only fourteen (9014) days' written days from Company’s notice to cure such breach prior to Company’s exercise of its intention right to do so if TEAM and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) any modification to Customer's process specifications proposed by either partyterminate this Agreement. 12.4 Customer 10.4 Either Party may terminate this Agreement immediately as by notice to the other Party if the other Party goes bankrupt or insolvent or files for reorganization, makes an assignment for the benefit of creditors, goes into liquidation or receivership, a proceeding is commenced against it which will substantially impair its ability to perform the obligations hereunder or such Party otherwise loses legal control of its business. 10.5 Any written termination notice under Sections 10.2-10.4 shall identify whether it seeks to terminate: (i) one or more outstanding Work Order, (ii) all outstanding Work Order, or (iii) the entire Agreement (along with all outstanding Work Orders). Termination of a Work Order shall constitute a termination of such Work Order only and shall not affect this Agreement or other outstanding Work Orders. Unless otherwise provided by Client in its termination notice, Company shall immediately stop working on a Work Order and thereupon use its reasonable efforts to stop any additional costs or expenses from being incurred with respect to such Work Order. 10.6 In the event that a Work Order is not fully performed by Company, and terminated by Client without cause pursuant to Section 13.210.2, Client shall only pay for the portion of the Service Fees for the Services actually performed and for any non-cancelable expenses Company has incurred. TEAM may terminate the Agreement immediately Except in the event case of termination for cause by the Customer fails or refuses to pay any outstanding billing of TEAM under Company, upon request by Client (but not otherwise), Company shall complete such work in progress as Company shall designate, and this AgreementAgreement shall in such case be deemed extended until such work is completed and paid for. 12.5 Upon termination of this Agreement, at Customer's request, TEAM shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture of the Customer's products. 12.6 Upon termination 10.7 Termination or expiration of the term of this Agreement, Agreement (by either Party) shall not affect the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for accrued prior to the effective date of termination damages, against the other; provided, however; that the following provisions shall survive termination or expiration of this Agreement: (a) Customer's payment obligations specified in Section 4; (b) Team's obligations specified in Section 6 . 10.8 The rights and duties under Sections 1, 8; (c) any law, order10.6, proclamation10.7, regulation, ordinance, demand 11-19 survive the termination or requirement expiration of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformance.

Terms and Termination. 12.1 11.1 This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall continue in full force and effect for a-period the Initial Period. This Agreement shall be renewed automatically for succeeding terms of thirty six twelve (3612) months from each (Renewal Period, unless something else was otherwise agreed) unless either Party gives written notice (email sufficient or via customer service portal on BLOCKSIZE’s webpage) to the date other Party at least three (3) months prior to the expiration of this Agreement unless earlier terminated as provided below in this section. An annual review shall be done by either party in order to consider any change that may affect the condition of the business between TEAM and APT. Prices however, are subject to change at any time if mutually agreed upon by TEAM and the CustomerAgreement. 12.2 Either party 11.2 BLOCKSIZE may terminate this Agreement in respect of the event that Services (wholly or in part) by giving written notice (email sufficient) to Customer, without liability to BLOCKSIZE: (a) with immediate effect if the other party defaults in the performance of its obligations Customer fails to pay any amount due under this Agreement on the due date for payment and the remains in default has not been remedied less than 30 days after being noticed in writing (email sufficient) to the reasonable satisfaction make that payment; (b) at any time if BLOCKSIZE discontinues or withdraws, in whole or in part, its provision of the non defaulting party within ninety (90) days after receipt by Services in question to all subscribers of such Services. BLOCKSIZE will use reasonable endeavors to give the defaulting party of written Customer as much notice of the defaultsame as reasonably practicable. 12.3 Customer 11.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement after with immediate effect by giving TEAM ninety (90) days' written notice of its intention (email sufficient) to do so if TEAM and Customer cannot agree on the other Party if: (a) mutually acceptable price increases as provided the other Party: (i) commits a material breach of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in section 4.4 writing (email sufficient) to do so; or (ii) commits a series of breaches of this Agreement which when taken together have the impact or effect of or otherwise amount to a material breach; (b) any modification a Force Majeure Event continues for a period exceeding two (2) months; (c) the other Party becomes insolvent; or (d) the Party reasonably determines that it has become unlawful to Customer's process specifications proposed by either partyperform its obligations under the Agreement. 12.4 Customer may terminate 11.4 Any provision of this Agreement immediately as provided that expressly or by implication is intended to come into or continue in Section 13.2. TEAM may terminate force on or after termination of this Agreement shall remain in full force and effect. 11.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 11.6 On any termination of this Agreement immediately in for any reason or expiry of the event Term, the Customer fails or refuses to shall: (a) immediately pay any outstanding billing of TEAM amounts owed to BLOCKSIZE under this Agreement.; and 12.5 Upon (b) within a reasonable period of termination or expiry ensure that there is no further use of this Agreement, at Customer's request, TEAM shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products the Services in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture any of the Customer's products. 12.6 Upon termination , applications or expiration services which are under the control of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the otherCustomer; provided, however; that the following provisions shall survive termination of this Agreement: (a) Customer's payment obligations specified in Section 4; (b) Team's obligations specified in Section 6 and 8; and (c) any except as expressly agreed upon by the Parties each Party shall as soon as reasonably practicable return or destroy (as directed in writing by the other Party) all data, information, software, and other materials provided to it by the other Party in connection with this Agreement including all materials containing or based on the other Party’s Confidential Information. 11.7 Each Party may retain one (1) copy of the Confidential Information to the extent required by applicable law, order, proclamation, regulation, ordinance, demand or requirement of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformanceregulatory body.

Terms and Termination. 12.1 This Agreement 11.1 The Terms and Conditions shall be effective on the date hereof and, subject to earlier termination pursuant to the terms hereof, shall continue in full force and effect for a-period of thirty six (36until terminated either by 1) months from the date of this Agreement unless earlier terminated as provided below in this section. An annual review Company giving to the Merchant not less than 60 days before the termination date; or 2) the Merchant giving to the Company not less than 60 days before the termination date. 11.2 Notwithstanding the preceding Clause 14.1, the Company shall be done entitled to immediately suspend the provision of all or part thereof of the Services or to terminate the Terms and Conditions or all or part thereof of the Services at any time with immediate effect by either party notice to Merchant if: 1) the Merchant breaches any of the provisions of the terms hereof including the failure to pay any amount under the terms hereof; 2) the Merchant sells Goods and Services which are materially different from what was disclosed to the Company; 3) the Merchant presents a Transaction of Goods and Services over its Platform to the Company in order a situation where the Merchant does not give to consider the relevant Customers the Goods and Services or other facilities referred to which the Company could reasonably expect to receive; 4) the Merchant becomes insolvent or any change that step is taken for Merchant’s liquidation, winding-up, bankruptcy, receivership, administration or dissolution (or anything analogous to the foregoing occurs in any jurisdiction), or the Merchant makes or proposes any arrangements with its creditors generally; 5) anything happens to the Merchant or a matter is brought to the Company's attention which the Company in its absolute discretion considers may affect the condition Merchant's ability or willingness to comply with all or any of the business between TEAM and APT. Prices however, Merchant's obligations or liabilities under the terms hereof; 6) any claims are subject to change at brought against the Company by any time if mutually agreed upon by TEAM and the Customer. 12.2 Either other third party may terminate this Agreement in the event that the other party defaults in the performance of its obligations under this Agreement and the default has not been remedied to the reasonable satisfaction arising from any aspect of the non defaulting party within ninety (90Company's relationship with the Merchant; and/or 7) days after receipt by the defaulting party of written notice of the default. 12.3 Customer may terminate this Agreement after giving TEAM ninety (90) days' written notice of its intention Company is required or requested to do so if TEAM and Customer cannot agree on by any Online Payment companies, Card Network (a) mutually acceptable price increases such as provided in section 4.4 VISA or (b) any modification to Customer's process specifications proposed by either partyMasterCard etc), Issuing Banks, other banks or other financial institutions. 12.4 Customer may terminate this Agreement immediately as provided in Section 13.2. TEAM may terminate the Agreement immediately in the event the Customer fails or refuses to pay any outstanding billing of TEAM under this Agreement. 12.5 Upon termination of this Agreement, at Customer's request, TEAM shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture of the Customer's products. 12.6 Upon termination or expiration of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the other; provided, however; that the following provisions shall survive termination of this Agreement: (a) Customer's payment obligations specified in Section 4; (b) Team's obligations specified in Section 6 and 8; (c) any law, order, proclamation, regulation, ordinance, demand or requirement of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformance.

Terms and Termination. 12.1 4.1 This Agreement shall continue in full force is effective upon execution by the last party to sign, and effect for a-period expires the sooner of thirty six (366) months from or the date sale of 2000 Chat Licenses. This Agreement may thereafter renew on terms mutually agreeable to both parties. This Agreement may be terminated by either party at any time upon 30 days written notice or by a new term Agreement is executed, which shall supercede this Agreement. 4.2 This Agreement unless earlier can be terminated by Click, with no less than 30 days notice, of the Promoter fails to meet performance requirements as provided below outlined in this section. An annual review shall "Appendix A". 4.3 This Agreement may be done terminated by either party in order to consider any change that may affect the condition of the business between TEAM and APT. Prices however, are subject to change at any time if mutually agreed upon by TEAM and the Customer. 12.2 Either party may terminate this Agreement in the event that of a material breach by the other party defaults in the performance which is not cured within 30 days of its obligations under receipt of written notice. In addition, this Agreement and shall terminate 30 days after the default has not been remedied filing, against either Parties assets, of a petition in bankruptcy or insolvency, or for reorganization or for the appointment of a receiver or trustee, of all or a portion of such Party's property, pursuant to the reasonable satisfaction a statute of the non defaulting party United States or any State, where such filing is not discharged or withdrawn within ninety (90) said 30 day period. 4.4 This Agreement may be terminated upon 30 days after receipt by the defaulting party of written notice of the defaultfor conduct by Promoter that Click deems injurious to Click's reputation. 12.3 Customer may 4.5 This Agreement shall terminate this Agreement after giving TEAM ninety (90) days' written notice immediately upon the death or disability of Promoter, or if Promoter is unable to perform its intention to do so if TEAM and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) Duties for any modification to Customer's process specifications proposed by either partyconsecutive 30 day period for any reason. 12.4 Customer may terminate this Agreement immediately as provided in Section 13.2. TEAM may terminate the Agreement immediately in the event the Customer fails or refuses to pay any outstanding billing of TEAM under this Agreement. 12.5 Upon 4.6 After termination of this Agreement, at Customer's requestPromoter shall cease use of materials provided by and approved by Click as set forth in paragraphs 1.3 and 2.2 herein, TEAM and shall immediately deliver return to Customer Click all electrically sorted dice, Production Materials provided by Customer, originals and Finished Products copies of customers lists and other proprietary information as set forth in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture of the Customer's productsparagraphs 5.1 and 5.2 below. 12.6 Upon termination 4.7 Promoter may not assign or expiration of the term of this Agreementtransfer its interest, the rights and or obligations of the parties under this Agreement shall end, without the prior written consent of Click. 4.8 This Agreement may be terminated by Click if Promoter uses Click products in the process of "Spamming" customers or potential customers on the Internet. Promoter acknowledges and neither party shall have claim for termination damages, against consents to the other; provided, however; that the following provisions shall survive termination of this Agreement: (a) Customer's payment obligations specified end-users who use Click products in Section 4; (b) Team's obligations specified in Section 6 and 8; (c) any law, order, proclamation, regulation, ordinance, demand or requirement the process of any government or (d) any other acts whatsoever, whether similar or dissimilar to those enumerated above that are beyond "Spamming" on the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformanceInternet.

Terms and Termination. 12.1 This Agreement shall continue in full force and effect for a-a period of thirty six (36) months from the date of this Agreement unless earlier terminated as provided below in this section. An annual review shall be done by either party in order to consider any change that may affect the condition of the business between TEAM Assembler and APT. Prices however, are subject to change at any time if mutually agreed upon by TEAM Assembler and the Customer. 12.2 Either party may terminate this Agreement in the event that the other party defaults in the performance of its obligations under this Agreement and the default has not been remedied to the reasonable satisfaction of the non defaulting party within ninety (90) days after receipt by the defaulting party of written notice of the default. 12.3 Customer may terminate this Agreement after giving TEAM Assembler ninety (90) days' ’ written notice of its intention to do so if TEAM Assembler and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) any modification to Customer's ’s process specifications proposed by either party. 12.4 Customer may terminate this Agreement immediately as provided in Section 13.2. TEAM Assembler may terminate the Agreement immediately in the event the Customer fails or refuses to pay any outstanding billing of TEAM Assembler under this Agreement. 12.5 Upon termination of this Agreement, at Customer's ’s request, TEAM Assembler shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM Assembler consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM Assembler for the manufacture of the Customer's ’s products. 12.6 Upon termination or expiration of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the other; provided, however; , that the following provisions shall survive termination of this Agreement: (a) Customer's ’s payment obligations specified in Section 4; (b) Team's Assemler’s obligations specified in Section 6 and 8; (c) any law, order, proclamation, regulation, ordinance, demand or requirement of any government or (d) any other acts whatsoever, whether [ * ] = CONFIDENTIAL TREATMENT REQUESTED similar or dissimilar to those enumerated above that are beyond the reasonable control of either party to this Agreement, the party so affected, upon giving prompt notice to the other party, shall be excused from the performance of the obligation or obligations so prevented, restricted or interfered with, provided the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformance.

Terms and Termination. 12.1 The Term of this Service will be stated on the Service Agreement. At the end of the Initial Term, this Agreement will be automatically renewed for successive Term periods (“Renewal Term”) until either party terminates this Agreement upon thirty (30) days written notice which will commence at the start of the next billing cycle. Such written termination notice must be sent to xxxxxxxxx@xxxxxx.xxx and may be liable for Early Termination Charges as detailed in Section 9. Customer may terminate Services without liability for Early Termination Charges if Customer experiences Service Non- Availability, subject to the terms of the Service Level Guarantee and Commitment for that particular Service. Customer may also terminate this Agreement if WiLine fails to comply with any other WiLine obligation under this Agreement for 30 consecutive days after receiving written notice from Customer. In either case, Customer may terminate the affected Service only if Customer’s account is current before termination (i.e., no balance due more than 30 days) and Customer and Customer Equipment did not contribute to the Service Non-Availability or to WiLine’s failure to comply with this Agreement, either directly or indirectly. Customer may, however, terminate its Services at any time (with liability for Early Termination Charges) by written, 30-day notification in advance of the end of the next billing cycle. To terminate its Services, Customer must send a notice of cancelation to xxxxxxxxx@xxxxxx.xxx including the Service Agreement numbers which Customer is terminating. This Agreement shall continue in full force and effect will be immediately terminated, without notice, for a-period a material breach, if Customer becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of thirty six (36) months from the date involuntary bankruptcy, has a receiver appointed, or has Customer's assets assigned. Upon termination of this Agreement unless earlier terminated as provided below in this section. An annual review shall be done by either party in order to consider for any change that may affect the condition reason except for WiLine’s termination of the business between TEAM contract without cause or Customer’s termination due to a material default by WiLine and APTWiLine failed to cure within such notice period, WiLine may cancel any unfulfilled obligations and is entitled to collect all sums due resulting from such termination, including Early Termination Charges. Prices however, are subject to change at any time if mutually agreed upon by TEAM and the Customer. 12.2 Either party WiLine may terminate this Agreement in the event that the other party defaults in the performance or suspend all of its obligations under this Agreement and the default has not been remedied to the reasonable satisfaction of the non defaulting party within ninety (90) days after receipt by the defaulting party of written notice of the default. 12.3 Customer may terminate this Agreement after giving TEAM ninety (90) days' written notice of its intention to do so if TEAM and Customer cannot agree on (a) mutually acceptable price increases as provided in section 4.4 or (b) any modification to Customer's process specifications proposed by either party. 12.4 Customer may terminate this Agreement immediately as provided in Section 13.2. TEAM may terminate the Agreement immediately in the event the Customer fails or refuses to pay any outstanding billing of TEAM under this Agreement. 12.5 Upon termination of this Agreement, at Customer's request, TEAM shall immediately deliver to Customer all electrically sorted dice, Production Materials provided by Customer, and Finished Products in its possession. And the Customer shall pay outstanding billing of TEAM consistent with the payment terms as described in Section 4.1 including all materials purchased by TEAM for the manufacture of the Customer's products. 12.6 Upon termination or expiration of the term of this Agreement, the rights and obligations of the parties under this Agreement shall end, and neither party shall have claim for termination damages, against the other; provided, however; that the following provisions shall survive termination of this AgreementServices if: (a) Customer's payment obligations specified Customer fails to take any action that we have requested in Section 4order for WiLine to install or activate the Service; (b) Team's obligations specified in Section 6 Customer fails to pay any amount owed to WiLine when due, and 8fails to pay all past due amounts within ten (10) days after notice from WiLine; (c) any law, order, proclamation, regulation, ordinance, demand or requirement of any government or Customer fails to comply with the AUP described above; (d) Customer fails to perform or comply with any other acts whatsoeverobligation under this Agreement, whether similar and does not perform and comply with that obligation within thirty (30) days after notice from WiLine; (e) WiLine determines at any time (in WiLine’s sole discretion) that Customer’s payment record, ability to make timely payments or dissimilar credit worthiness has become unsatisfactory; (f) Customer is involved in or is the subject of any change-in-control, including sales of Customer’s stock or assets, reorganization or merger. If WiLine elects to those enumerated above that are beyond terminate this Agreement or any Services, Customer must pay Early Termination Charges as described below. If WiLine elects to suspend any Services, Customer must pay all resumption and other charges described in the reasonable control of either party following section. If WiLine elects to suspend Services under any circumstances pursuant to this Agreement, then to resume those Services, Customer must first pay all past due and other applicable charges, including any late payment fees and other fees describe above, and a resumption fee of $100. Before WiLine resumes Services, WiLine may request satisfactory assurances from Customer’s future ability to pay for Services in a timely manner, even if Customer has paid the party so affectedrequired resumption fee and other amounts. Those assurances may include a one-month advanced payment for future Services. If Customer fails to provide satisfactory assurances (in WiLine’s sole discretion) or Customer fails to promptly make all required payments to resume Services, upon giving prompt notice then Customer will be considered to have terminated this Agreement. At such time, Customer must pay Early Termination Charges, in addition to all other amounts owed under this Agreement. At WiLine’s sole discretion, should this Agreement be terminated, Customer will return the IP Address and all of the WiLine Equipment in good working order, wear and tear excepted within 30 days of termination for any reason with an RMA issued by WiLine. WiLine may remove WiLine Equipment as Customer requests in accordance with its then standard prices and terms and conditions. If Customer fails to return WiLine Equipment, Customer agrees to provide access to the other partySite for WiLine to remove WiLine Equipment at Customer's expense at WiLine's request, shall be excused from or to pay for the performance of WiLine Equipment at the obligation manufacturer's MSRP. Customer will also pay WiLine for any WiLine Equipment damaged or obligations so preventedlost, restricted normal wear and tear excepted. WiLine is not responsible for holes, or interfered with, provided WiLine Equipment customer elects to ask WiLine to leave on the affected party uses its best efforts to rectify, avoid or remove such causes on nonperformanceSite after de-installation.