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<br />GDSVF&H\9154876.4
<br />UNDER SECTION 12 (PROVIDED THAT BS&A’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH SUCH
<br />INDEMNIFICATION OBLIGATIONS WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO
<br />BS&A UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM).
<br />14. Subscription Period and Termination.
<br />14.1 Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless
<br />terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period identified in the
<br />Order (the “Initial Subscription Period”). This Agreement will automatically renew for additional successive terms equal
<br />to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement’s express provisions
<br />or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the
<br />then-current term (each a “Renewal Subscription Period” and together with the Initial Subscription Period, the
<br />“Subscription Period”).
<br />14.2 Termination. In addition to any other express termination right set forth in this Agreement:
<br />(a) BS&A may terminate this Agreement, effective on written notice to Customer, if Customer: (i)
<br />fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after BS&A’s
<br />delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3 or Section 8;
<br />(b) either Party may terminate this Agreement, effective on written notice to the other Party, if
<br />the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure,
<br />remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice
<br />of such breach; or
<br />(c) either Party may terminate this Agreement, effective immediately upon written notice to the
<br />other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become
<br />due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject,
<br />voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or
<br />seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee,
<br />custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material
<br />portion of its property or business.
<br />14.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer
<br />shall immediately discontinue use of the BS&A IP and, without limiting Customer’s obligations under Section 8, Customer
<br />shall delete, destroy, or return all copies of the BS&A IP and certify in writing to the BS&A that the BS&A IP has been
<br />deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become
<br />due before such expiration or termination or entitle Customer to any refund.
<br />14.4 Survival. This Section 14.4 and Sections 1, 5, 8, 10, 11, 12, 13, 14.3, and 15 survive any termination or
<br />expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this
<br />Agreement.
<br />15. Miscellaneous.
<br />15.1 Relationship of the Parties. BS&A performs its obligations hereunder as an independent contractor and
<br />not a partner, joint venture, or agent of Customer and shall not bind nor attempt to bind Customer to any contract without
<br />Customer’s prior written approval on a case-by-case basis. BS&A is responsible for hiring, firing, and supervising its
<br />personnel is solely responsible hereunder for its personnel, including without limitation for: (a) payment of compensation
<br />to such personnel; (b) withholding (if applicable), paying, and reporting, for all personnel assigned to perform services
<br />(including Professional Services) in connection with this Agreement, applicable tax withholding, social security taxes,
<br />employment head taxes, unemployment insurance, and other taxes or charges applicable to such personnel; and (c) health
<br />or disability benefits, retirement benefits, or welfare, pension, or other benefits (if any) to which such personnel may be
<br />entitled. For purposes of clarity, BS&A’s personnel will not be eligible to participate in any of Customer’s employee benefit
<br />plans, fringe benefit programs, group insurance arrangements, or similar programs.
<br />15.2 Entire Agreement. This Agreement, together with any other documents incorporated herein by
<br />reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement
<br />and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both
<br />written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in
<br />the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following
<br />Commented [CS7]: Still a low amount.
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