By PTC. PTC may suspend Client’s access to the Services or terminate this Agreement as follows: Following ten (10) days prior written notice (such as an overdue invoice) if (i) Client breechs the Agreement, (ii) perpetrates fraud, (iii) causes or fails to fix a security breech relating to the Services, (iv) fails to comply with PTC’s best practices requirements for security management or to respond to an inquiry from PTC, concerning the accuracy or completeness of the information Client is required to provide pursuant to this Agreement, (v) if PTC reasonably suspects fraudulent activity on Client’s payment services account, (if any breech is not cured within such 10 day period), or (vi) in the event that certain third party licenses or access to third party components of the Service are terminated, or (vii) non payment of invoices; or immediately, without prior notice, if PTC reasonably believes Client’s breech compromises the security of the Service in any material fashion, if fraudulent Transactions are being run on Client’s account, or Client’s financial processor or Financial Institution, with which Client has a Client account, required such termination or suspension.
By PTC. Notwithstanding Section 10.1, PTC may suspend Client's access to the Services or terminate this Agreement as follows:
By PTC. PTC may terminate this Agreement for Cause (as defined below), effective immediately upon notice to Consultant that, in the good faith judgment of the Board, (1) an event constituting Cause for termination has occurred, and (2) either Consultant had a reasonable opportunity to take remedial action but failed or refused to do so, or an opportunity to take remedial action would not have been meaningful or appropriate under the circumstances. For purposes of this Section 1.2, "Cause" shall mean: (i) Consultant willfully commits an act of dishonesty or breach of trust, or willfully acts in a manner which is inimical or injurious to the business or interest of PTC, (ii) Consultant willfully violates or breaches any of the provisions of this Agreement and such violation or breach results in demonstrable injury to PTC and has not been remedied within thirty (30) days of receipt of written notice of such violation or breach, (iii) Consultant's act or omission to act results in or is intended to result in gain to or personal enrichment of Consultant at PTC's expense, or (iv) Consultant is convicted of a felony or any crime involving larceny, embezzlement or moral turpitude.
By PTC. PTC hereby agrees to indemnify, defend and hold harmless CVT and its Affiliates, and their respective officers, directors, agents and employees from and against any and all Losses resulting from (a) the development, use, manufacture, handling, storage, transport, distribution, sale or other disposition of PTC Products by PTC, its Affiliates, agents or Sublicensees, except to the extent that such Losses result from the gross negligence or intentional wrongdoing of CVT and/or its Representatives; or (b) PTC’s breach of any of its obligations, covenants, representations or warranties under this Agreement.
