Common use of Term and Termination Clause in Contracts

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This a. Unless sooner terminated in accordance with the provisions of this Agreement, this Agreement shall be effective as of the Effective Date remain in effect for a term of one (1) year. This Agreement will renew year after the Effective Date (the “Initial Term”), and shall be automatically at the end of the initial term renewed for successive one (1) year renewal terms unless periods (“Renewal Term(s)”). b. This Agreement may be terminated by any of following (1) In the event of a material breach of this Agreement by either party, including the institution of any bankruptcy, insolvency or receivership proceedings by or against either party, the other party shall have the right to cancel this Agreement by service of written notice upon the defaulting party (the “'Default Notice”). In the event such breach is delivered not cured within ten (10) days after service of the Default Notice, this Agreement shall automatically terminate at the election of the nondefaulting party upon the giving of a written notice of termination to the breaching party unless prior to that time the breaching party gives timely notice to the other Party at least sixty party of its efforts to cure, advises that such cure will take longer than ten (6010) days prior days, and continues to undertakes appropriate steps to effect such cure and pursues such action to conclusion. (2) Notwithstanding anything contained to the end of the initial term or the applicable renewal term. B. Either Party contrary in this Agreement, Vestin may terminate this Agreement with or without cause for any reason on thirty (30) days’ days written notice to Strategix and Strategix may terminate this Agreement for any reason on ninety (90) days written notice to Vestin. The ninety (90) day notice is necessary to allow Vestin the other Partytime necessary to replace the Accounting Services being performed pursuant to this Agreement. C. c. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSfor any reason, CLOCKSS Strategix shall have the right co-operate with Vestin, its independent public accountants and any persons or companies engaged by Vestin to continue perform accounting and financial reporting services, in order to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of ensure a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination smooth transition of the Agreementaccounting and financial reporting functions. In this regard, terminate any post-termination rights Strategiz shall make available to its successors all work papers and similar documents prepared in the course of CLOCKSS performing services under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F.. D. Sections 3-6, 8, 9 and 10-14 d. Termination of this Agreement shall survive termination not release or expiration discharge either party from any obligation, debt or liability which shall have previously accrued and remain to be performed upon the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this Clause 14, commence on the Effective Date and shall continue for a term the period set out in the Order Confirmation unless otherwise terminated in accordance with the provisions of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered these terms; 14.2 Without affecting any other right or remedy available to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party it, Silobreaker may terminate this Agreement these terms with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Customer if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation 14.2.1 Customer fails to pay any amount due under these terms on the Annual Fee due date for subsequent terms payment and will be under no obligation to continue remains in default not less than 30 days after being notified in writing to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured such payment; 14.2.2 Customer commits a material breach of any other term of these terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 14.2.3 Customer repeatedly breaches any of the terms of these terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms; 14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of Customer; 14.2.5 any event occurs, or proceeding is taken, with respect to Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Agreement on clause; 14.2.6 there is a change of control of Customer. 14.3 On termination of these terms for any reason: 14.3.1 all licences granted under these terms shall immediately terminate and Customer shall immediately cease all use of the part Subscription Service; 14.3.2 each party shall return and make no further use of CLOCKSSany equipment, CLOCKSS property, documentation and other items (and all copies of them) belonging to the other party; 14.3.3 Silobreaker may destroy or otherwise dispose of any of the User Content in its possession unless Silobreaker receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to Customer of the User Content provided that Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). Customer shall pay all reasonable expenses incurred by Silobreaker in returning or disposing of the User Content; and 14.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and shall continue in effect for a term the Term (as defined in the Cover Page) unless terminated earlier in accordance with the terms of one (1) yearthese Standard Terms. This Agreement will The Term shall automatically renew automatically at for the end of Renewal Terms set forth in the initial term for successive one (1) year renewal terms Cover Page, unless Customer gives Service Provider written notice is delivered to the other Party of non-renewal at least sixty thirty (6030) days prior to the end of the initial term or the applicable renewal termthen-current Term. B. 11.2 Customer may terminate this Agreement immediately upon written notice to Service Provider in the event Service Provider (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this Agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. 11.3 Either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, Party if there shall be no uncured such other Party commits a material breach of this Agreement on Agreement; provided, that the part non-breaching Party shall deliver to the breaching Party written notice of CLOCKSS, CLOCKSS such material breach and the breaching Party shall have the right to continue to preserve any Archived Content received from Publisher and to release cure such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after receipt of such written notice. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination terminate and Customer shall be entitled to the immediate possession of all Mining Equipment. If the Agreement is terminated by Customer pursuant to Section 11.2 or 11.3, then Customer shall be reimbursed for the cost of relocating its Mining Equipment from Service Provider’s facility. 11.5 If either this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Term and Termination. A. 9.1 This Agreement shall become effective on the date of its signature by both Parties. 9.2 The terms and conditions of this Agreement shall continue to be effective as applicable to all forthcoming sale-purchase agreements between Supplier and Client until: (a) termination of this Agreement pursuant to this Section 9; or (b) discharge of this Agreement by mutual consent of both the Effective Date for Parties; or (c) replacement of this Agreement by a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice new frame agreement which is delivered executed between Supplier and Client with reference to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termsame subject. B. Either 9.3 As used in this Agreement, an Event of Default means when a Party is in serious breach of any material obligations provided for by this Agreement. Should either Party cause an Event of Default, then the non-defaulting Party may terminate this Agreement with or without cause on thirty (30) days’ give written notice to the defaulting Party which notice shall specify the Event of Default. After receipt of such notice, the defaulting Party shall have a period of 15 (fifteen) days to remedy the Event of Default. In the lack of such timely remedy, then this Agreement shall be deemed automatically terminated, without prejudice to any other Partyrights or remedies to the non-defaulting Party available at law or in equity. C. Upon termination or expiration 9.4 Any of the following will constitute an act of default hereunder, giving either Party the title to immediately terminate this Agreement: (a) Failure to remit payment when due; (b) the other Party makes any voluntary arrangement with its creditors or becomes subject to any bankruptcy procedure, Publisher will have no obligation goes into liquidation or ceases to pay carry on its business (except in the Annual Fee case of amalgamation or other reorganisation within the company group); or (c) in the event of Force Majeure as provided for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Clause 12.4. 9.5 It is agreed that in case of early termination of this Agreement on for any reason, Supplier will be entitled to: - finalise all the part running productions, - invoice for the finished Products in stock and/or already delivered; and - recover all the incurred cost for purchasing raw materials and/or Packaging Components by the time of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence termination. 9.6 Any waiver by either Party of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 provision of this Agreement shall survive termination or expiration not be considered as a waiver of this Agreement. However, upon termination by Publisher due to the uncured material any subsequent breach of CLOCKSSthe same or any other provision. 9.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either Party, all rights granted to CLOCKSS shall terminateavailable at law or in equity, and CLOCKSS shall provide to Publisher proof in respect of destruction of all Archived Contentthe breach concerned (if any) or any other breach.

Term and Termination. A. This Master Services Agreement shall be effective as of commence on the Effective Date for a term and shall continue until the expiration of one the Subscription Term of all Subscriptions (1or until all Services have been provided, if later) yearunless otherwise terminated as provided in this section 12. This Agreement will renew automatically at section 12. At the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end Subscription Term, Client’s access and use of the initial term or the applicable renewal termServices shall automatically terminate. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided 12.3.1 is in this Agreement, if there shall be no uncured material breach of this any of its obligations under the Agreement on and, in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence case of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way which is capable of example onlyremedy, a material breach in security or corruption or the stored files), Publisher shall have the right fails to withdraw its Archived Content, and terminate this Agreement or, if remedy such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance notice of notice the breach; or 12.3.2 files, or has filed against it, a petition of bankruptcy or insolvency, and the petition is not vacated within sixty (60) days being filed; or shall have a receiver or administrative receiver appointed over it or any of its assets; or shall pass a resolution for winding-up or dissolution of the business affairs of an entity; or if the other Party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction. 12.4.1 Client’s rights of use granted under this Master Services Agreement (or under the breaching party under Section 14.F.applicable Order Form in the case of termination of an individual Order Form only) shall D. Sections 3-6, 8, 9 (i) immediately terminate and 10-14 Client shall immediately cease the use of the Services; 12.4.2 Client shall (i) in the case of termination of this Master Services Agreement, promptly pay all Fees due or to become due through the effective date of termination; and (ii) in the case of termination of an individual Order Form where the Agreement and remaining valid Subscriptions will continue in full force and effect, promptly pay all Fees due or to become due under such terminated Order Form; and 12.4.3 the Parties shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to comply with the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentobligations set out in section 13.4.

Term and Termination. A. This 7.1 The initial term of this Agreement is set out in the Appendix A (the “Initial Service Period”). 7.2 Following the expiry of the Initial Service Period, this Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end for additional consecutive terms of the initial term for successive one twelve months each (1each, a “Subsequent Service Period”) year renewal terms unless written notice is delivered to either party notifies the other Party party in writing at least sixty ninety (6090) calendar days prior to the end expiry of the initial Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall terminate upon the expiry of such period. For the avoidance of doubt, in the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time. 7.3 In the event of any material breach of any term or provision of this Agreement by either party, the applicable renewal term. B. Either Party non-breaching party may terminate this Agreement by written notice if the breaching party fails to cure the breach within 30 days of receiving written notice of such breach from the non-breaching party; provided, however, that if such breach is incapable of being rectified, the non-breaching party may terminate the Agreement by giving 30 days written notice to the breaching party. 7.4 Client may, at any time, terminate this Agreement for the Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the applicable SOW or without cause on thirty as otherwise agreed in writing by the parties. 7.5 Upon expiry or termination of this Agreement, Client must (30within 30 days of expiry or termination) days’ deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. 7.6 Either party may terminate this Agreement immediately upon written notice to the other Partyparty if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. C. Upon termination or expiration 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination. 7.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an ongoing dispute in good faith between the parties.‌ 7.9 PA reserves the right to suspend the provision of Services if the Client engages any other party for similar Services provided by PA in terms of this Agreement. 7.10 Upon expiry or termination of a Subscription for a Cloud Platform, Publisher will have no obligation Client may request PA deliver to pay the Annual Fee for subsequent terms and Client an extraction of any Client Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, preparation or delivery of Client Data will be under no obligation to continue to make Content available for archiving as Archived Content. Except as charged on a time and materials basis unless otherwise provided agreed in this Agreement, if there shall be no uncured material breach of this Agreement on writing or set out in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentapplicable SOW.

Term and Termination. A. This 12.1 The Term of this Agreement shall be effective as begin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date for a term of one (1) year. Date. 12.2 This Agreement will renew automatically at the end may be immediately terminated by either of the initial term parties for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ by giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured any of the following events: (a) The other party breaches any material breach by CLOCKSS (such as by way provision of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if and fails to substantially cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance the receipt from the non-breaching party of a written notice of such breach; which notice reasonably specifies the extent and nature of such breach. (b) The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (ii) makes a general assignment for the benefit of creditors, (iii) becomes insolvent, (iv) ceases doing business, and/or (v) takes any corporate action to authorize any of the foregoing. 12.3 AMO shall have the right to terminate this Agreement in its entirety at any time upon providing twelve (12) months written notice to Allergan. AMO may also discontinue the breaching party manufacture of any individual Product upon providing twelve (12) months written notice to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or termination of this Agreement for all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, or unable, to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 12.4 Upon expiration or termination of this Agreement, the rights and obligations of the parties pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to such expiration or termination. 12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. HoweverPayment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, upon termination AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Publisher due Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the uncured material breach expiration of CLOCKSSthe Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, AMO shall assume sole responsibility for all rights granted reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by Allergan EXW to CLOCKSS shall terminatethe physical storage location of AMO's choice at AMO's request, and CLOCKSS shall provide but no later than six (6) months from the expiration or termination of the Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to Publisher proof of destruction of all Archived Contenta new site, to the extent provided in Section 6.3.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date date hereof and shall continue for a term minimum period of one (1) year. This 24 months. 11.2 The Term of this Agreement will renew shall be automatically at the end of the initial term for successive extended with one (1) year renewal terms unless written notice is delivered to terminated in accordance with Section 11.3 below 11.3 The Agreement cannot be terminated for the first 21 months following the date of signing of the Agreement. Thereafter any party may terminate the Agreement by giving the other Party at least sixty party three (603) days prior to the end of the initial term or the applicable renewal termmonths written notice. B. Either 11.4 Any Party may terminate this Agreement with or without cause on thirty (30) days’ at any time immediately upon written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured the other Party commits a material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right which it fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made remedy within thirty (30) days following issuance of receiving notice requiring it to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination do so or expiration of this Agreement. However, upon termination by Publisher due to the uncured material commits a breach of CLOCKSSSection 10. 11.5 Each Party is entitled to terminate the Agreement immediately in the event that the other Party is declared bankrupt, enters into composition proceedings or liquidation or can otherwise be determined to have become insolvent. 11.6 Upon termination for any reason: a) all rights granted to CLOCKSS the Company under this Agreement shall terminatecease; b) the Company shall cease all activities authorised under this Agreement; c) the Company and Unibet shall immediately pay to each other any sums due under this Agreement; 11.7 Receiving Party shall destroy or return (at Parties' option) all copies of material provided under the Agreement, including Parties' Confidential Information, then in its possession, custody or control and, in the case of destruction, certify to counterparty that it has done so. Notwithstanding the foregoing, with particular respect to players (& related data) belonging to the Company, the Parties will co-operate to a reasonable degree to ensure the orderly transfer of such data out of the Unibet system and CLOCKSS into a database designated by the Company at that time. After such successful transfer, The obligations under the clause 5.8 and 5.9 shall provide prevail to Publisher proof the abovementioned. 11.8 To such extent the Company terminates the Agreement in advance and the reason for the termination is not due to Unibet's material breach of destruction the Agreement, the Company shall be liable to make payment of all Archived Contentthe monthly minimum fee defined in clause 3.3 during the reminder of the term defined in clause 11.1 in the Agreement.

Term and Termination. A. (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be effective terminated in its entirety or as of to Section I. or Section II. only prior to the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end expiration of the initial term for successive one only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (190) year renewal terms unless calendar days after the party claiming the breach shall have given written notice is delivered of such to the other Party at least party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with subparagraph (ii) of Section III.9.(h). (ii) The Customer or the Bank may give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days prior by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the end Bank Instructions specifying the names of the initial term or persons to whom the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the other Party. C. Upon persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or expiration trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, Publisher will or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to pay settle -------- ------- any transactions in securities for the Annual Fee for subsequent terms and will be under no obligation Accounts following the expiration of the ninety (90) day period referred to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementsentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (iii) Termination as to One or More Series. This Agreement may be ------------------------------------ terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule B1 deleting such Series, if there in which case termination as to such deleted Series shall be no uncured material breach take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs only with respect to surviving obligations of CLOCKSS after termination of such deleted Series, shall be governed by the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes preceding provisions of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Sub-section 9(h) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 III. of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due as to the uncured material breach identification of CLOCKSS, all rights granted a successor custodian and the delivery of Assets of the Series so deleted to CLOCKSS shall terminatesuch successor custodian, and CLOCKSS shall provide not affect the obligations of the Bank and the Customer hereunder with respect to Publisher proof of destruction of all Archived Contentthe other Series set forth in Schedule B1, as amended from time to time.

Term and Termination. A. This 10.1 Unless terminated earlier in accordance with the provisions of this Clause 10 or Clause 14, this Agreement shall be effective as continue in force until there are no remaining royalty obligations under this Agreement with respect to any Product in any country of the Effective Date for a term of one world (1) year. This Agreement will renew automatically at the end ie, until expiry of the initial term last Valid Claim, or for successive one (1) year renewal terms unless written notice so long as the System Know-How and/or CDACF Version 8 Know-How is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termidentified and remains secret and substantial, whichever is later). B. Either Party 10.2 Licensee may terminate this Agreement with or without cause on thirty (30) in its entirety, by giving at least [*] days’ written notice in writing to Lonza. Licensee may also terminate this Agreement from time to time on a Product-by-Product basis, and terminate any licence grant on a sublicense-by-sublicense, Sublicensee-by-Sublicensee, Affiliate-by-Affiliate basis, or Strategic-Partner-by-Strategic-Partner basis, etc., in each case by giving at least [*] days’ notice in writing to Lonza, and, in each such case, the Agreement will be terminated only with respect to, as applicable, the terminated Product, sublicense, Sublicensee, Affiliate or Strategic Partner, etc., and the Agreement shall otherwise remain in full force and effect. 10.3 Either Lonza or Licensee may terminate this Agreement forthwith by notice in writing to the other Partyupon the occurrence of any of the following events: 10.3.1 if the other commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within [*] days of the receipt by the other of a notice identifying the breach and requiring its remedy. Failure to pay a bona fide disputed amount shall not constitute a material breach of this Agreement. C. 10.3.2 if the other enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant Party under this Agreement), or ceases for any reason to carry on business. 10.3.3 Notwithstanding the foregoing, if such uncured material breach by Licensee involves only a specific Product, Sublicensee, Affiliate or Strategic Partner, then Lonza may terminate this Agreement only with respect to Licensee’s rights relating, respectively, to such Product, Sublicensee, Affiliate or Strategic Partner, and the Agreement shall otherwise remain in full force and effect. 10.4 If at any time during this Agreement Licensee, with the actual knowledge of its Chief Executive Officer or any member of its Board of Directors or senior management, directly, opposes or assists any Third Party to oppose the grant of letters patent or any patent application within any of the Patent Rights (Lonza) or disputes or knowingly, directly, assists any Third Party to dispute the validity of any patent within any of the Patent Rights (Lonza) or any of the claims thereof, Lonza shall be entitled at any time thereafter to terminate all or any of the licences granted hereunder forthwith by notice to Licensee. 10.5 If this Agreement expires in accordance with Clause 10.1, all licenses granted to Licensee under this Agreement shall survive and shall convert as of the expiration date to fully paid-up, royalty-free licenses. If this Agreement is terminated by Licensee in accordance with Clause 10.3.1, all licenses granted to Licensee under this Agreement shall survive, subject to the continued payment of royalties under the terms of this Agreement. If this Agreement is terminated in its entirety by Lonza for any reason listed in Clause 10.3, any and all licences granted hereunder shall terminate with effect from the date of termination (subject to the last proviso in this paragraph), and, unless Clause 10.7 applies, then Licensee shall destroy all Vectors, Cell Lines and Product and all Confidential Information which is provided by Lonza (including all Know-How, all System Know-How and all CDACF Version 8 System Know-How) forthwith and shall certify such destruction immediately thereafter in writing to Lonza; provided however that the Licensee and Sublicensees shall have the right to complete any production batches of Product in process at the date of such termination and sell or otherwise dispose of all Product then on hand or in process and the licenses granted under this Agreement shall survive for that purpose, subject to the payment of royalties and the other terms of this Agreement. 10.6 Upon termination or expiration of this Agreement, Publisher will have no obligation Licensee (unless Clause 10.7 applies) and Lonza shall destroy all Confidential Information of the other Party or the other Party’s Representatives, including all copies and extracts thereof and all tangible items comprising, bearing or containing any such Confidential Information and provide a written certification of such destruction; provided, however, that if Licensee has any surviving license rights, Licensee may retain Lonza’s Confidential Information to pay the Annual Fee extent required for subsequent terms exercising such surviving license rights, and will be under no obligation to continue to make Content available each Party may retain one (1) copy of such Confidential Information in its secure archival files for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of archival purposes and for ensuring compliance with Clause 8. 10.7 If this Agreement on expires or is terminated and either (a) a Product has been or is being transferred to a separate Lonza license agreement, or (b) Lonza otherwise agrees that it will not require destruction, then, in the part case of CLOCKSS(a) Licensee shall either, CLOCKSS shall have with Lonza’s consent, transfer to the right to continue to preserve any Archived Content received from Publisher party that is the named licensee under the related separate Lonza license agreement, or destroy, the related Vectors, Cell Lines and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach Product and Confidential Information provided by CLOCKSS Lonza (such as by way of example onlyincluding Know-How and System Know-How, a material breach in security or corruption or the stored filesincluding CDACF Version 8 System Know-How), Publisher shall have and, in the right to withdraw its Archived Content, case of (b) Licensee may request specific retention rights and terminate this Agreement or, if such breach occurs both Parties agree on retention terms they will enter into a short letter agreement setting forth their mutual agreement with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthereto.

Term and Termination. A. 15.1 This Agreement shall be effective as of commence on the Effective Date and shall continue in effect for so long as there is a valid Work Order in place between e|net and Customer, subject always to termination in accordance with the provisions of this Agreement. Where there is no valid Work Order in place e|net may, by notice in writing to the Customer, terminate this Agreement. 15.2 Each Work Order shall commence on the applicable Services Commencement Date and shall terminate on expiry of the specified Service Term, subject to early termination in accordance with the terms of this Agreement or the relevant Work Order. If an order, for which a signed Customer Order/Works Order has been received from the Customer, is subsequently cancelled by the Customer, prior to commencement of Service Term, then the Customer will be liable for the costs of any goods materials and services ordered and provided by e|net in relation to the provision of the service for which e|net has paid or is legally obliged to pay and the Customer will also be liable for service fees (as specified in the Customer Order/Works Order) for a term period of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. 15.3 On termination of this Agreement, all Work Orders shall automatically terminate. Termination of a Work Order shall not prejudice the continuing validity of this Agreement or any other Work Order. 15.4 Either Party may terminate this Agreement with or without cause on thirty (30) days’ written and/or any Work Order forthwith by notice in writing to the other Party where that other Party.: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, 15.4.1 has committed a material breach in security or corruption or the stored files), Publisher shall have the right Default and where such Default is capable of remedy has failed to withdraw its Archived Content, and terminate this Agreement or, if remedy such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made Default within thirty (30) days following issuance of receiving notice specifying the Default and requiring its remedy; 15.4.2 is unable to pay its debts as they fall due within the breaching party under meaning of Section 14.F.214 of the Companies ▇▇▇ ▇▇▇▇ or if any action, application or proceeding is made with regard to it for: D. Sections 3(a) a voluntary arrangement or composition or reconstruction of its debts; (b) the presentation of an administrative petition; (c) its winding-6up or dissolution; (d) the appointment of a liquidator, 8trustee, 9 and 10-14 receiver, or similar officer; or (e) any similar action, application or proceeding in any jurisdiction to which it is subject. 15.5 On expiry or termination of the Concession Agreement, e|net may at its option either terminate this Agreement shall survive termination and any Work Orders, or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentassign or novate them in accordance with Clause 20.2.

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Term and Termination. A. 14.1 This Agreement shall be effective agreement shall, unless otherwise terminated as of provided in this clause 14, commence on the Effective Date and shall continue for a term the Subscription Term, unless: (a) either Party notifies the other Party of one (1) year. This Agreement will renew automatically termination, in writing, at least 60 days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Subscription Term, in which case this agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Subscription Term; or (b) otherwise terminated in accordance with the applicable renewal termprovisions of this agreement. B. Either Party 14.2 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the Customer commits a material breach of any other term of this agreement which is irremediable or without cause (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so; (c) the Customer becomes Insolvent; (d) there is a change of Control of the Customer; or (e) if the Customer breaches any warranty under this agreement. 14.3 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement with immediate effect on thirty (30) giving 60 days’ written notice to the Supplier, and paying the Balance Fee. For the sake of clarity, the provisions of 14.4 will also apply. 14.4 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; (b) each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party.; C. Upon (c) the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination or expiration of this Agreementagreement, Publisher will a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) any rights, remedies, obligations or liabilities of the Parties that have no obligation accrued up to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementdate of termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have including the right to continue to preserve claim damages in respect of any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-agreement which existed at or before the date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this clause 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termas applicable). B. Either Party 11.2 Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in clause 11.2(b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licences and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorised User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof clauses 1, 3.2, 3.4, 3.5, 5.2 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Term and Termination. A. 20.1. This Agreement shall be effective as commence on the Commencement Date and each of the Effective Services set out in the Order Form shall commence on the Services Commencement Date for a Professional Services or the Go-Live Date for annually recurring Services and shall remain in full force for the Initial Term unless otherwise agreed by the Parties in writing or earlier terminated in accordance with the term of one this Agreement. Thereafter, this Agreement and each Order Form shall continue to automatically renew for a Renewal Term, unless a Party gives written notice to the other Party, not later than ninety (190) year. This Agreement will renew automatically at days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Initial Term or the applicable renewal termrelevant Renewal Term, to terminate this Agreement. B. Either 20.2. Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party.Party if: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay (a) the Annual Fee for subsequent terms Client breaches its obligations in Clauses 7.7 and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 7.10; (b) the other Party commits a material breach of any material term of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect is remediable) fails to surviving obligations remedy that breach within a period of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after being notified to do so; (c) the other Party breaches any of the terms of Clause 13, Clause 19 or Clause 24; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 20.3. The Supplier may terminate the Subscription Services immediately on giving written notice to the breaching party under Section 14.F.Client if the Client (i) repeatedly fails to timely report use of the Subscription Services to the Supplier in accordance with Clause 9.3(d)3.11(d) or (ii) repeatedly or obviously reports (or instructs the Supplier to report) incorrect use of the Subscription Services to the Supplier. D. Sections 3-620.4. Termination of this Agreement, 8for any reason, 9 and 10-14 shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 20.5. On termination of this Agreement for any reason: (a) the Supplier shall survive immediately cease provision of the Services; (b) the Client shall pay any and all invoices and sums due and payable up to and including the date of termination or expiration of this Agreement. However, upon termination by Publisher due including (1) all remaining amounts owing up to the uncured material breach end of CLOCKSSthe Term (as applicable); (2) any Licence Fees as set out under Clause 16.1; and (3) any termination fees that the Supplier incurs from any of its Third Party Suppliers as a consequence of such early termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party Supplier fees may not be mitigated by the Supplier and the Client shall not hold the Supplier responsible if its incurs full termination fees; (c) all licences granted under the Agreement will terminate immediately except for fully- paid, all rights granted to CLOCKSS shall terminatefixed term and perpetual licences; for metered Products billed periodically based on usage, and CLOCKSS shall provide to Publisher proof the Client must immediately pay for unpaid usage as of destruction of all Archived Content.the termination date; and

Term and Termination. A. 16.1 This Agreement shall be enters into force on the effective as of the Effective Date date for a term definite period of one 12 (1twelve) year. This months after which this Agreement will shall automatically renew automatically at the end of the initial term with subsequent 12 (twelve) month periods until terminated in accordance with this article 16. 16.2 Each Party may terminate this Agreement for successive one convenience taking into account 3 (1three) year renewal terms unless months written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal then current term. B. Either 16.3 A Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach: (a) is incapable of remedying; or (b) being capable of remedying, remains uncured 30 (thirty) days after the non-breaching Party provides the breaching Party with written notice of such breach containing sufficient detail of said breach. 16.4 Article 13.3 contains an additional termination option applicable in the event of a force majeure situation. 16.5 Each Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice if the other Party is declared bankrupt or otherwise subject of any proceedings relating to its liquidation, winding- up, or insolvency. 16.6 In the case that VirtualMetric terminates this Agreement based on the non-performance or default on the Customer’s side, all fees that have been invoiced or would have become payable had this Agreement remained in effect will become immediately due and payable, and the Customer shall pay such fees, together with previously accrued but not yet paid fees, on receipt of VirtualMetric’s invoice therefore. 16.7 If Customer properly terminates this Agreement, the Customer will be relieved of any obligation to pay any applicable fees attributable to the other Partyperiod after the effective date of such termination. C. 16.8 Termination of this Agreement, regardless of the reason for termination, requires the Customer to deinstall and refrain from any further use of the Software. Upon request of VirtualMetric, the Customer shall provide VirtualMetric with a written statement, signed by an executive of the Customer, confirming that the Customer has complied with the obligation to deinstall the Software and that the Customer shall refrain from any future use. 16.9 Each provision of this Agreement that, by its nature, should survive termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve survive any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 17.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. and shall remain in effect until terminated. 17.2 This Agreement will renew automatically at the end of the initial term for successive one terminate: (1a) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of such notice period, it cures such breach; (b) immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or (d) immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all PixelSquirt Technology and all materials relating to PixelSquirt Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the following provisions shall survive the termination or expiration of this Agreement. However: Sections 4, upon 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 17.5 Termination is not the sole remedy under this Agreement and, whether or not termination by Publisher due to the uncured material breach of CLOCKSSis effected, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother remedies will remain available.

Term and Termination. A. This 13.1 The Agreement shall be effective as of commence on the Effective Date for a term and shall remain in force until all Minimum Periods of one (1) yearService set out in all Orders have expired or been terminated in accordance with the provisions of this Agreement. This Agreement will renew automatically at After the end expiry of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end all Minimum Periods of the initial term or the applicable renewal term. B. Either Party may terminate Service all Services provided hereunder and this Agreement with or without cause on shall thereafter automatically continue, unless and until either party terminates the Agreement by serving a thirty (30) days’ written day notice to in writing. 13.2 Either party may immediately by notice terminate this Agreement or any Order if one of the following events occurs: 13.2.1 the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured party commits a material breach of this the Agreement on the part of CLOCKSS, CLOCKSS shall have the right or an Order and has failed to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after the terminating party has given a notice of notice default to the breaching party under Section 14.F.in breach; or D. Sections 3-613.2.2 the party is deemed bankrupt or enters into liquidation, 8whether compulsory or voluntary, 9 and 10-14 other than for the purposes of this amalgamation or reconstruction, is the subject of a winding up petition or has a receiver or manager appointed over all or any of its assets; or 13.2.3 a Force Majeure Event continues for more than thirty (30) days. 13.3 Upon termination of the Agreement shall survive termination or expiration an Order: 13.3.1 the rights of this Agreement. However, upon termination by Publisher due the parties accrued up to the uncured date of such expiry or termination shall remain unaffected; 13.3.2 the Customer shall co-operate fully with eir to recover the eir Equipment; 13.3.3 if eir terminates the Agreement for a material breach by the Customer, or if the Customer terminates the Agreement prior to the expiry of CLOCKSS, all rights granted the Minimum Period of Service the Customer shall be liable to CLOCKSS pay to eir the balance of the Charges; 13.3.4 eir may exercise a lien over any of the Customer Equipment or Goods located on an eir Site at the date of such termination for any amount due pursuant to the terms of the Agreement or otherwise from the Customer to eir; and the Customer shall terminate, immediately upon such termination become liable to pay to eir the amount of any loss or damage suffered by eir as a result of the termination; and 13.3.5 eir shall have an automatic right to the Charges for a Service up to and CLOCKSS shall provide to Publisher proof including the date of destruction of all Archived Contenttermination.

Term and Termination. A. This These Terms are effective from the Service Start Date and shall remain in force until terminated by either Party. The mutual termination notice period for termination without cause period is two (2) months unless otherwise agreed in writing by the Parties. Either Party shall have the right to terminate the Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered cause without liability to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ Party, by written notice to the other Party., if; C. Upon termination 1. the other Party goes into liquidation; 2. enters into composition proceedings with its creditors; 3. becomes insolvent or expiration of this Agreement, Publisher will have no obligation is unable to pay its major debts or the Annual Fee majority of its debts or fails or admits in writing its inability to pay its major debts or the majority of its debts as they become due; 4. makes a general assignment for subsequent terms the benefit of creditors or if a petition under bankruptcy or under any insolvency law is filed by or against the other Party and will be under no obligation to continue to make Content available for archiving as Archived Contentsuch petition filed by a third party is not dismissed within sixty (60) days (or such longer period agreed upon between the Parties) after it has been filed or a secured part takes possession of all or substantially all of its assets and such process is not dismissed or restrained within thirty (30) days. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Either Party shall have the right to continue terminate the Agreement forthwith without liability to preserve any Archived Content received from Publisher and the other Party, by written notice to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyother Party, if the other Party commits a material breach of its obligations hereunder. However, in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if case such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach is capable of being cured, neither Party shall be deemed uncured if entitled to terminate the Agreement unless and until the other Party has failed to cure shall not have been made the material breach within thirty (30) days following issuance of after the failing Party has been served with a notice requiring it to cure such a breach and stating the sending Party's intention to terminate the Agreement if compliance with the notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cure is not met. The expiration or termination of this Agreement shall survive not affect or prejudice any provisions of the Agreement which are expressly or by implication provided to continue in effect after such expiration or termination. Upon termination or expiration of this Agreement. However, upon termination by Publisher due the Customers access to the uncured material breach Services will cease and Elastisys will erase all of CLOCKSS, the Customer's Data. The Customer is responsible for downloading and/or copying all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof the Customer's data before the effective date of destruction of all Archived Contentthe termination.

Term and Termination. A. This Agreement (a) The Term shall be effective as of begin on the Effective Date and will continue for a term Term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms or unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termterminated sooner as provided herein. B. Either Party (b) Nissan may terminate this Agreement with or without cause on for its convenience upon thirty (30) days’ notice to Company. (c) In addition to other termination rights expressly set forth in this Agreement, either party may terminate this Agreement effective upon written notice to the other Party. C. Upon termination if the other party violates any covenant, agreement, representation, or expiration warranty contained herein in any material respect or defaults or fails to perform any of this Agreementits obligations or agreements hereunder in any material respect, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementwhich violation, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security default or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) days following issuance after notice thereof from the non-defaulting party stating its intention to terminate this Agreement by reason thereof. Material breach by Company includes: (i) breach of any restrictions or otherwise infringing Nissan’s proprietary rights by Company or third parties; (ii) violation of the license grants; (iii) nonpayment of fees; (iv) attempts to assign this Agreement; or (vii) breach of confidentiality obligations. (d) If underpayment or nonpayment of the Fees occurs more than two (2) times, then Nissan will have the right to terminate this Agreement immediately for cause and Company shall have no right to cure. (e) Either may terminate this Agreement by delivering written notice to the breaching other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under Section 14.F.any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated or dissolved. D. Sections 3-6(f) Nissan may terminate this Agreement to the extent any continued performance by the Company is deemed to be unlawful, 8as determined in Nissan’s sole reasonable discretion. (g) Any provision in this Agreement that, 9 and 10-14 in order to give proper effect to its intent, would or should survive any expiration or termination of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentso survive.

Term and Termination. A. 10.1 This Agreement shall be effective continue for the Term as of set out in the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable Order and any subsequent renewal term. B. 10.2 Either Party party may by notice in writing terminate this Agreement with or without cause on thirty (30) days’ written notice to immediate effect if: 10.2.1 the other Party. C. Upon termination or expiration party commits a breach of any of the provisions of this Agreement, Publisher will have no obligation and: (a) the breach is capable of remedy and the other party fails to pay remedy the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of a written notice; (b) the breach is not capable of remedy; or (c) the breach is a material breach; 10.2.2 the other party is subject to an act of insolvency, is unable to pay its debts as or when they fall due or makes any composition or arrangement with its creditors, goes into liquidation or if any order is made or a resolution is passed for the winding up of the other party (except for the purpose of a solvent amalgamation or reconstruction), or if it ceases or prepares to cease trading, or if it suffers the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of its assets; or 10.2.3 the continued performance thereof is prevented by reason of a Force Majeure Event as defined (and in accordance with sub-clause 14.1) and the Parties are not able to rescue this Agreement pursuant to sub-clause 14.2. 10.3 The Company shall be entitled to terminate this Agreement with immediate effect by notice in writing if at any time during the Term or any renewal term: 10.3.1 the Client fails to make any payment due under this Agreement in full in accordance with Clause 6; 10.3.2 the breaching party under Section 14.F.Client commits a breach of this Agreement, and the breach is a minor breach which individually would not cause termination but has continued persistently; or D. Sections 3-6, 8, 9 10.3.3 the Client is subject to a Change of Control Event; and 10-14 / or 10.3.4 specific provisions set out in the relevant Service Specifications apply. 10.4 Termination of this Agreement shall survive termination for any reason is without prejudice to any rights or expiration obligations that may have accrued to either party as at the date of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch termination.

Term and Termination. A. 3.1. This Agreement shall be effective as commence at the later of (i) the Effective Date for a term or (ii) the approval of one this Agreement by the Company's Board of Directors, and shall terminate ninety (190) yeardays following the Listing Date (the "Term") unless sooner terminated by either party as set forth in section 3.2, below. 3.2. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term.shall terminate with immediate effect as follows: B. Either Party 3.2.1. The Company may terminate this Agreement with or without cause on for any reason upon thirty (30) days’ ' written notice to the other Party.Consultant; C. Upon termination 3.2.2. The Consultant may terminate this Agreement without cause for any reason upon thirty (30) days' written notice to the Company; 3.2.3. The Company may terminate this Agreement without further action or expiration of this Agreement, Publisher will notice in the event that the Consultant shall have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured breached a material breach term of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if continue without cure shall not have been made within for thirty (30) days following issuance written notice of such breach; 3.2.4. The Consultant may terminate this Agreement without further action or notice to in the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 event that the Company shall have breached a material term of this Agreement and such breach shall survive termination continue without cure for thirty (30) days following written notice of such breach; 3.2.5. This Agreement shall terminate without further action or expiration notice if the listing of the NASDAQ Shares on the NASDAQ Small Cap Market is denied by NASDAQ or any regulatory authority for any reason or if listing on any other exchange designated by the Company is denied by such exchange or any regulatory authority for any reason, and in each such case such denial is final and not subject to appeal. 3.3. In the event this Agreement is terminated pursuant to sections 3.2.1 or 3.2.4, above, prior to the Listing Date, the Company shall be obligated to comply with sections 2.5 and 2.6 in accordance with their respective terms if the Company completes the listing of the NASDAQ Shares on the NASDAQ Small Cap Market and the Company elects to use any one of the three market-makers identified by the Consultant pursuant to Section 1.1.2 of this Agreement. HoweverIn the event this Agreement is terminated pursuant to sections 3.2.1 or 3.2.4, above, on or after the Listing Date, the Company shall be obligated to comply with sections 2.5 and 2.6 in accordance with their respective terms. 3.4. In the event this Agreement is terminated pursuant to sections 3.2.2, 3.2.3 or 3.2.5, above, the Company shall have no further obligation to pay any amount to, or issue any NASDAQ Shares or Option I or Option II to, the Consultant, and to the extent any NASDAQ Shares or Option I or Option II shall have been issued to the Consultant prior to such termination, they shall be deemed to be cancelled and forfeited and the Consultant shall return all evidence thereof to the Company without any further action or notice by the Company. 3.5. In the event the Company elects in its discretion to delay the Project but does not elect to terminate this Agreement, and thereafter elects in its discretion to proceed with the Project, the Consultant shall, upon termination by Publisher due such election to the uncured material breach of CLOCKSSproceed, all rights granted continue to CLOCKSS shall terminate, perform its obligations under and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentin accordance with this Agreement.

Term and Termination. A. 2.1. This Agreement shall be effective as of commence on September 10, 2001 (the Effective Date Date) and shall continue for a term of one (1) yearperiod ending December 31, 2002. This Agreement will Thereafter, the parties in writing may renew automatically at the end of the initial term it for successive one (1) year renewal terms unless upon mutual agreement. Notwithstanding any other provisions of this Agreement, upon a breach of the confidentiality provisions set forth in Article 7, the non-breaching party shall have the right to immediately terminate this Agreement. 2.2. Either party immediately upon occurrence of the following events may terminate this Agreement: 2.2.1. The other party suffers a receiver to be appointed in respect of any of its assets or any resolution is passed or petition presented for the winding up of the other party or if the other party makes general assignment for the benefit of its creditors or institutes or has instituted against it any proceedings under any law relating to insolvency or the reorganization of the debtors, or 2.2.2. The other party undergoes any material change of ownership, or business focus that may detract from the sales and support of LIGHTNING ROD SOFTWARE TM products. 2.2.3. The other party is in material breach of any material warranty, term, condition, covenant or article of this Agreement, and fails to cure that breach within ninety (90) days after written notice is delivered thereof. 2.3. Should this Agreement or any portions thereof expire or are terminated for any reason neither party will be liable to the other Party at least sixty (60) days prior to the end because of such expiration or termination for compensation, reimbursement or damages on account of the initial term loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with the applicable renewal termbusiness of LIGHTNING ROD SOFTWARE TM and its suppliers or PARTNER, or for any other reason whatsoever flowing from such termination or expiration. Termination or expiration of this Agreement shall not release either party from its liability to pay the other party any fees owing to such other party under the terms of this Agreement. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. 2.4. Upon termination or expiration of this Agreement, Publisher will have no at the written request of the disclosing party, the other parties shall return within ten (10) business days all originals and copies of Confidential Information (as defined in Article 7) received from the disclosing party, or shall deliver to the disclosing party within ten (10) business days a certificate signed by an officer of the receiving party certifying the destruction of all such confidential information. 2.5. Termination of this Agreement shall not (save as provided herein) relieve either party of any obligation to pay the Annual Fee for subsequent terms and other amounts due as a result of transactions occurring prior to termination. 2.6. Upon termination, PARTNER will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have retain the right to continue to preserve any Archived Content received from Publisher the support and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination maintenance of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 existing End User and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentReseller installations.

Term and Termination. A. 22.1 This Agreement shall be effective as of endure for the Effective Date Term (subject to earlier termination under and in accordance with this clause 22), which The Client may renew for a term of one 12 months by serving on Station10 thirty (130) year. This Agreement will renew automatically at calendar days’ notice to renew, PROVIDED THAT if any then executed SoW is set to expire after the end of the initial term for successive one (1) year renewal terms unless written notice is delivered Term, then the Term will be deemed to the other Party at least sixty (60) days prior extend up to and including the end of the initial term Service Period set out in that SoW (or where there is no Service Period set out, then until completion of the applicable renewal termServices under that SoW) for the purpose of preserving the validity of that SoW only. B. 22.2 Either Party may terminate the Services if the other Party fails to perform any other obligation required of it under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall failure is not have been made cured within thirty (30) calendar days following issuance from the date written notice specifying the failure was delivered. Failure to pay fees due under any executed SoW is considered a material breach. 22.3 Either Party may terminate the Services with immediate effect on written notice if: 22.3.1 the other Party ceases or threatens to cease to carry on its business 22.3.2 a receiver; administrator or similar officer is appointed over all or any part of notice the assets or undertaking of the other Party; 22.3.3 the other Party makes any arrangement for the benefit of its creditors; or 22.3.4 the other Party goes into liquidation (save for the purposes of a genuine amalgamation or reconstruction). 22.4 Upon termination of the Services, Station10 will be paid all money due to it up to and including the date of termination after taking into account amounts previously paid together with: 22.4.1 the total value of the Services and/or Deliverables completed up to and including the date of termination; and 22.4.2 any cancellation charges payable to Station10’s Sub Contractors, and 27.4.3 the cost of materials and goods ordered for the Services and/or Deliverables for which Station10 has paid or is legally bound to pay. 22.5 In the event of any breach of Clause 27, the non-breaching Party shall be entitled to terminate this Agreement with immediate effect. 22.6 Termination of the Services will not affect any rights of the Parties accrued to them up to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 date of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. 11.1 This Agreement shall be effective shall, unless otherwise terminated as of provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, being automatically renewed for successive periods (each a term “Renewal Period”) matching the Initial Subscription Term, unless: 11.1.1 either party notifies the other party of one (1) year. This Agreement will renew automatically at termination, in writing before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term applicable Initial Subscription Term or Renewal Period; or 11.1.2 otherwise terminated in accordance with the applicable renewal termprovisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. B. Either Party 11.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with or without cause on thirty (30) days’ written notice liability to the other Partyif the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach. C. Upon 11.3 On termination or expiration of this Agreement for any reason: 11.3.1 all licences granted under this Agreement shall immediately terminate; 11.3.2 subject to clause 11.3.3, each party shall return and make no further use of any equipment, property and other items (and all copies thereof) belonging to the other party; 11.3.3 you are required to ensure that you download all Portfolio Materials uploaded to the Service within 5 Business Days of the effective date of termination of this Agreement, Publisher will have no obligation to pay otherwise the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving Company may destroy or otherwise dispose of any of the Portfolio Materials in its possession; and 11.3.4 the accrued rights of the parties as Archived Content. Except as otherwise provided in this Agreementat termination, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of the Agreementany provision expressly stated to survive or implicitly surviving termination, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination be affected or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprejudiced.

Term and Termination. A. This 20.1. The Subscription Agreement (including these Terms) shall be become effective as of on the Effective Date date specified in your Order and shall remain in effect for a term of one (1) year. This Agreement will renew automatically at the end of the initial term set forth therein ("Initial Term"). Following the Initial Term, and subject to continued payment of fees by Customer as specified in the Order, the Subscription Agreement shall renew automatically on the same terms and conditions for equivalent, successive one (1) year renewal terms Renewal Terms, unless either party provides the other a written notice is delivered of its intention not to the other Party renew at least sixty (60) 90 days prior to the end of the initial then applicable term or (the applicable renewal termInitial Term and each Renewal Terms shall collectively be referred to as the "Term"). B. Either Party 20.2. Notwithstanding the foregoing, (A) Playermaker may terminate this the Subscription Agreement with or without cause on thirty (30including these Terms) days’ upon 60 days prior written notice to you; and/or (B) either party may immediately terminate the Subscription Agreement (including these Terms), by written notice to the other Partyparty: (i) if the other party has breached the Subscription Agreement (or any part thereof) and failed to cure such breach within 30 days from receipt of written notice thereof; or (ii) if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in clause (ii) shall immediately notify the other party in writing. C. 20.3. Upon termination or expiration of this the Subscription Agreement, Publisher you shall, and shall cause your Permitted Users, to cease all access to and use of the Services. 20.4. Upon termination of the Subscription Agreement for any reason, you will cease to have no obligation access to pay any Reports or other content and data stored in or offered via the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving Services, whether provided by you or generated as Archived Contenta result of the Services ("Materials"). Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have Playermaker reserves the right to continue to preserve permanently delete any Archived Content received from Publisher and to release such Archived Content upon Materials or other content that may be contained in your Customer Account or in any of the occurrence User Accounts of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyyour Permitted Users, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Contentat any time following termination, and terminate this Agreement or, if such breach occurs you agree to waive any legal or equitable rights or remedies you may have against Playermaker with respect to surviving obligations such Materials or other content that have been deleted. 20.5. This Section 20.5 and Sections 7 ("Restrictions and Usage Rules"), 11 ("Proprietary Rights"), 13 ("Confidentiality"), 14 ("Privacy"), 16 ("Warranty"), 17 ("Limitation of CLOCKSS after Liability"), 18 ("Indemnification"), and 21 ("Assignment") to 24 ("General") shall survive termination of the Subscription Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 14.1 This Agreement shall be become effective as on the date hereof and, unless earlier terminated in accordance with this Section, shall continue in effect for an initial term of three (3) years from the date of Commercial Launch. 14.2 Either party may terminate this Agreement for any reason, at any time after the first anniversary of the Effective Date Commercial Launch, upon ninety (90) days prior written notice given after the first anniversary of Commercial Launch. In addition, Biogen shall have the right to terminate this Agreement immediately in the event the FDA rejects the PLA/ELA filing, or if Biogen withdraws its PLA/ELA filing. 14.3 Either party may terminate this Agreement (i) for a term material breach by the other party upon thirty (30) days' prior written notice unless the breaching party cures the breach within such thirty (30) day period or (ii) in the event of one any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against the other party, or the appointment with or without the other parties' consent of a receiver for such party. 14.4 Upon receipt or delivery of a termination notice by Nova Factor or ninety (190) year. This days prior to expiration of this Agreement will renew automatically at the end of the initial term term, as applicable, the parties shall begin to transition distribution of Product for successive one Nova Factor's customers to a party to be designated by Biogen. Transition of distribution under this Section 14.4 shall mean the following: (1i) year renewal terms unless written notice is delivered Biogen shall as soon as possible begin referring Nova Factor customers who contact Biogen's customer service department to the other Party at least sixty designated distributor. (60ii) days prior At Biogen's request, Nova Factor shall provide notice to all of Nova Factor's customers of the change in distributors. (iii) Nova Factor shall complete any reimbursement clearances and Product shipments then underway, but otherwise shall refer customers to the end designated distributor. (iv) Nova Factor shall transfer a copy of the initial term or Database and customer information, including prescription files, to the designated distributor, provided that if applicable renewal termpatient confidentiality laws prohibit transfer of the customers' name to the designated distributor, Nova Factor shall transfer the Database and customer information using customer numbers instead of names. B. Either Party may terminate (v) Nova Factor's obligation to order additional Product when its inventory falls to a one-week supply shall cease and Biogen shall repurchase any Product held in inventory by Nova Factor on the date of termination at the price paid for the Product by Nova Factor. After receipt of the termination notice and during the period thereafter ending six months after termination, Nova Factor shall use reasonable efforts to cooperate with Biogen in ensuring the smooth transition of the services provided by Nova Factor under this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon distributor designated by Biogen, provided that after termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee Biogen shall reimburse Nova Factor for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementits reasonable out-of-pocket, if there shall be no uncured material breach of this Agreement on the part of CLOCKSSnon- personnel-related expenses associated with such cooperation. 14.5 Sections 9, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only10, a material breach in security or corruption or the stored files)11, Publisher shall have the right to withdraw its Archived Content14.4, 15, 16, 17, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement 22.7 shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be effective as of automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the Effective Date for a term of one (1) year. This terms described in this Agreement will renew automatically at the end of the initial term for successive one one-year periods (1) year renewal terms each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termcurrent Term that such Party does not want to this Agreement to renew. B. Either 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement with or without cause on thirty (30) days’ by providing written notice to the other PartyParty specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein. C. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Publisher Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve maintain (unless legally obligated) or provide any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Customer Content.

Term and Termination. A. This 10.1. The term of this Agreement shall be effective as of begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on December 31, 2009 or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a term period of one (1) year. This Agreement will renew automatically at ten Years beginning with the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termFirst Shipment Date. B. Either 10.2. Each Party may terminate this Agreement with or without cause on thirty (30) days’ may, at its discretion, upon written notice to the other Party., and in addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following: C. 10.2.1. Upon termination or expiration a material breach of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within **** days after receiving written notice thereof; provided, however, that such cure period shall not modify or extend the **** day cure period for HOKU’s delivery obligations pursuant to Section 4.3 above; and provided, further that such **** day cure period shall not apply to JINKO’s failure to make any payment to HOKU pursuant to this Agreement. In the event of JINKO’s failure to make payment on the **** day payment terms set forth in Section 6.4 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if there shall be no uncured payment is not made within an additional grace period of not less than **** business days. For purposes of this Section 10.2.1, a “material breach” means a monthly shipment which is delayed beyond **** days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the part Commission. 10.2.2. Upon the voluntary or involuntary initiation of CLOCKSSbankruptcy or insolvency proceedings against the other Party; provided, CLOCKSS that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have sixty (60) working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 10.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 10.2.4. In accordance with the provisions of Section 13 (Force Majeure) below; provided, however, that JINKO may not terminate this Agreement pursuant to Section 13 if HOKU is supplying Products to JINKO pursuant to Section 4.2 of this Agreement. 10.2.5. Without limiting the foregoing, JINKO shall have the right to continue terminate this Agreement immediately if HOKU fails to preserve any Archived Content received from Publisher and deliver the first shipment of the Minimum Monthly Quantity of Products on or before December 31, 2009. 10.3. Subject to release such Archived Content upon the occurrence effectiveness of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlythis Agreement, a material breach in security or corruption or the stored files), Publisher HOKU shall have the right to withdraw its Archived Content, and thereafter terminate this Agreement orif (A) on or before March 25, if such breach occurs with respect 2009, JINKO has failed to surviving obligations pay the Third Deposit, in which case HOKU may retain the Initial Deposit of CLOCKSS after fifteen million (15,000,000) U.S. dollars as liquidated damages; (B) on or before June 24, 2009, JINKO has failed to pay the Fourth Deposit, in which case HOKU may retain the Initial Deposit of fifteen million (15,000,000) U.S. dollars and the Third Deposit of three million (3,000,000) U.S. dollars as liquidated damages. 10.4. Upon the expiration or termination of this Agreement howsoever arising, the Agreementfollowing Sections shall survive such expiration or termination: Sections 2 (Definitions); Section 8 (Product Quality Guarantee), terminate Section 9 (Inspection and Return Goods Policy); Section 10 (Term and Termination); Section 11 (Liability); Section 12 (Liquidated Damages); and Section 14 (General Provisions). 10.5. If JINKO terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, or 13 then any post-funds remaining on the Total Deposit on such date of termination rights shall be returned to JINKO, plus interest equal to the amount set forth in Section 6.6 for each year since the Initial Deposit was paid to HOKU by JINKO; provided however that if JINKO is in material breach of CLOCKSS under this Agreement at the Agreement. For the purposes of time it terminates this Agreement, a then HOKU shall not be required to repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless JINKO cures such breach within the applicable cure period) or JINKO’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 12). If HOKU terminates this Agreement pursuant to Section 10.2.1, 10.2.2, 10.2.3, 10.2.4, or 13 then HOKU shall be deemed uncured if cure shall entitled to retain the Total Deposit including any funds remaining on the Total Deposit on such date of termination in accordance with Section 12. “Funds remaining” on the Total Deposit are funds not have been made within thirty (30) days following issuance applied against JINKO’s purchase of notice Product, pursuant to the breaching party under Section 14.F. D. Sections 3-66.4 above, 8, 9 and 10-14 of for Product actually shipped to JINKO hereunder. If JINKO terminates this Agreement shall survive termination pursuant to Section 10.2.1 or expiration of 10.2.5 due to HOKU’s failure to deliver Products pursuant to this Agreement, then one hundred fifty percent (150%) of the funds remaining on the Total Deposit on such date of termination shall be returned to JINKO. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.JINKO Initials & Date HOKU Initials & Date

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule B, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 11.1 This Agreement shall be effective as of commence on the Effective Date and will remain in effect for a term of one fifteen(15) months unless terminated in accordance with the terms set forth in this Agreement (1) yearthe “Term”). This Agreement will Term shall automatically renew automatically at the end of the initial term for successive one additional three (13) year renewal month terms unless written notice is delivered to a Party gives the other Party at least sixty written notice of an intent not to renew the Agreement no later than ninety (6090) days prior days’ advance written notice that the Party does not intend to renew the end of the initial term or the applicable renewal termAgreement. B. 11.2 Either Party may terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other Partyparty in the event such other party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for its assets; (g) ceases conducting business in the normal course; (h) has any significant portion of its assets attached; (i) experiences a material negative litigation decision ruling that affects this agreement; or (j) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated. C. Upon termination 11.3 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach condition of this Agreement on and fails to remedy the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days after being given written notice thereof. 11.4 Except as provided in Section 16.13, following issuance the expiration or termination of notice to the breaching party this Agreement, all Customer’s rights under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or terminate and Customer shall be entitled to the immediate possession of all Mining Equipment 11.5 If this Agreement is terminated for any reason, upon expiration of this Agreement. However, or at Customer’s option upon termination by Publisher cessation of services under this Agreement due to a Force Majeure Event, Service Provider shall provide Customer with immediate and unconditional access to any hosting site(s) in which Service Provider is hosting Customer’s Mining Equipment to allow Customer to modify, protect, or remove the uncured material breach Mining Equipment. The Parties agree that, although Service Provider may store, use, or install the Mining Equipment at its hosting site(s), the Mining Equipment is and shall remain the exclusive property of CLOCKSSCustomer and shall not be deemed to become a fixture of the hosting site(s) or otherwise so related to the hosting site(s) as to give rise to a similar interest to Service Provider under applicable real estate law. Service Provider shall not allow any lien, all rights granted security interest, or other encumbrance to CLOCKSS shall terminateattach to any of the Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Service Provider shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Service Provider, such as bankruptcy or other insolvency proceedings. Service Provider shall immediately notify Customer if any such claim or notice related to the Customer’s Mining Equipment is received by Service Provider.

Term and Termination. A. 16.1 This Agreement shall be effective as commence on the Commencement Date and shall remain in full force for the Term unless otherwise agreed by the Parties or earlier terminated in accordance with the term of this Agreement. Thereafter, this Agreement shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, ninety (90) days before the end of the Effective Date for a term of one (1) year. This Term or before the relevant Subsequent Term, to terminate this Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term Term or the applicable renewal termrelevant Subsequent Term, as the case may be. B. Either 16.2 Without prejudice to any rights that the Parties have accrued under this Agreement or any of their respective remedies, obligations or liabilities, a Party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by giving written notice to the other Party if: (a) the Customer breaches its obligations in Clauses 5.7 and 5.8; (b) the Supplier commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of forty five (45) days after being notified to do so; (c) the other Party breaches any of the terms of Clause 10, Clause 15 or Clause 20; or (d) the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇. 16.3 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 16.4 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Services; (b) the Customer shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Term or the Subsequent Term (as applicable); (2) any licence fees as set out under Clause 12.1; and (3) any termination fees that the Supplier incurs from any of its third parties as a consequence of such termination. The Supplier shall use reasonable endeavours to mitigate any loss but the Customer acknowledges and agrees that any third-party fees may not be mitigated by the Supplier and the Customer shall not hold the Supplier responsible if its incurs full termination fees; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. C. Upon termination 16.5 Save as provided in Clause 16 or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided elsewhere in this Agreement, if there or by mutual consent and on agreed terms, or due to a Force Majeure event, neither Party shall be no uncured material breach entitled to terminate a Statement of Work. 16.6 Termination of any Statement of Work shall be without prejudice to any other rights which any party may have under any other Statement of Work. 16.7 Upon termination of this Agreement on for any reason the part Supplier will provide to the Customer and / or to any new supplier selected by the Customer (the “Successor Service Provider”) such assistance as reasonably requested by the Customer in order to effect the orderly transition of CLOCKSSthe applicable Services, CLOCKSS shall have in whole or in part, to the right Customer or to continue to preserve any Archived Content received from Publisher and to release Successor Service Provider (such Archived Content upon the occurrence of a Trigger Event. If there assistance shall be an uncured material breach known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any services required by CLOCKSS the Customer for the transition of Services during the Termination Assistance Period shall be provided by the Supplier at its then current time and materials fee rate for such period of time as shall be mutually agreed. Such Termination Assistance Services may include: (such as by way a) developing a plan for the orderly transition of example only, a material breach in security or corruption the terminated Services from the Supplier to the Customer or the stored files), Publisher shall have Successor Service Provider; (b) providing reasonable training to the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination Customer or the Successor Service Provider in the performance of the AgreementServices then being performed by the Supplier; (c) using commercially reasonable efforts to assist the Customer, terminate at the Customer’s sole cost and expense, in acquiring any postnecessary rights to legally and physically access and use any third-termination rights of CLOCKSS under party technologies and documentation then being used by the Agreement. For Supplier in connection with the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Services; (30d) days following issuance of notice using commercially reasonable efforts to make available to the breaching Customer, pursuant to mutually agreeable terms and conditions, any third party under Section 14.F.services then being used by the Supplier in connection with the Services; and D. Sections 3-6, 8, 9 (e) such other activities upon which the Parties may agree.] 16.8 The provisions of Clauses 7,8,10,11,12,13,15,17,18 and 10-14 of this Agreement 20 shall survive termination of any Statement of Work or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This Agreement 10.1 The commencement date and term of any Statement of Work shall be effective as set out in the relevant Statement of the Effective Date for a term Work. 10.2 Either party may choose not to renew an auto-renewing Statement of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless Work by serving written notice is delivered to on the other Party at least sixty (60) not less than 30 days prior to the end final day of the initial term or current term, and in such case the applicable renewal Statement of Work shall not renew and shall instead terminate on the final day of the term. B. Either Party 10.3 Supplier may terminate this Agreement with or without cause a Statement of Work immediately on thirty (30) days’ written notice to if the other Party.Customer: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 10.3.1 commits an irremediable material breach of any of this Agreement on agreement as it relates to the part Statement of CLOCKSSWork, CLOCKSS shall have persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the right breach requiring remedy of the same; 10.3.2 fails to continue pay any amount due to preserve Supplier as it falls due (under that or any Archived Content received from Publisher and to release such Archived Content upon other any Statement of Work); or 10.3.3 makes an arrangement with or enters into a compromise with its creditors, becomes the occurrence subject of a Trigger Event. If there voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.4 Customer may terminate a Statement of Work immediately on written notice if the Supplier: 10.4.1 commits an irremediable material breach of any of this agreement as it relates to the Statement of Work, persistently commits remediable breaches or commits any remediable material breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; 10.4.2 makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere. 10.5 Subject to clause 10.6, in the event of termination of a Statement of Work for any reason: 10.5.1 any Fees already paid shall be an uncured material breach by CLOCKSS non-refundable; 10.5.2 any amounts invoiced under the terminated Statement of Work (such or in respect of the terminated Deliverables) as by way at the date of example onlytermination shall become immediately due and payable; 10.5.3 Supplier may invoice for any Deliverables provided up until the date of termination and any expenses incurred, a material breach in security or corruption and those invoices shall be immediately due and payable; and 10.5.4 the accrued rights of the parties as at termination, or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS continuation after termination of the Agreementany provision expressly stated to survive or implicitly surviving termination, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty be affected or prejudiced. 10.6 Nothing in clause 10.5 shall require the Customer to pay any Fees, or prevent the Customer from receiving a reimbursement of any Fees, where it is entitled to remission from or refund of those Fees pursuant to clauses 5.1, 5.2 or 8.13. 10.7 Where a Statement of Work grants a licence of Supplier Software, or a relevant part of a Statement of Work, is terminated, the Customer shall immediately cease to use the Supplier Software and shall at Supplier's option either return it (30and the Documentation) days following issuance to Supplier or delete and destroy all copies of notice the affected Supplier Software and Documentation. 10.8 The termination of a Statement of Work shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 7, 10, 11, 13, 15, 17 and 18, or the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 continuation of this Agreement shall survive termination or expiration any other Statements of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentWork.

Term and Termination. A. This 15.1 The term of this Agreement shall be effective as of commence on the Effective Date and shall continue for a the term of one (1) year. This Agreement will renew automatically at the end last to expire of the initial term for successive one (1) year renewal terms UW's intellectual property right controlling Licensed Products, unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving sooner terminated as Archived Content. Except as otherwise provided set forth in this Agreement, if there shall be no uncured . 15.2 In the event of any material breach of this Agreement on by either party (other than any breach of Company's obligations under Paragraphs 10.2, 10.3, or 10.4), then the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there other party shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right entitled to withdraw its Archived Content, and terminate this Agreement orby giving the breaching party written notice of such termination, if provided that: (a) the terminating party has given the other party written notice of such breach occurs with respect and its intent to surviving obligations of CLOCKSS after termination of terminate this Agreement if the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall is not have been made cured within thirty (30) days following issuance after the date of such notice or such later date as may be specified by the terminating party; and (b) the breach is not cured within the cure period specified in the terminating party's notice and (a) above or, if the breach cannot reasonably be cured within such cure period, the party in breach commences to cure the breach within such cure period and thereafter diligently pursues the same to completion; and (c) the notice of termination is given prior to completion of the cure. 15.3 Company shall have a right to terminate this Agreement or any license granted herein, with or without cause, upon ninety (90) days' prior written notice to UW. 15.4 Except as otherwise provided in Paragraph 10.5, the breaching provisions under which this Agreement or any licenses, options, or obligations may be terminated or suspended shall be in addition to any and all other legal remedies which either party under Section 14.F.may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have. D. Sections 3-6, 8, 9 and 10-14 15.5 Termination of this Agreement shall survive terminate all rights and licenses granted to Company relating to Licensed Products. Further, in such event, Company shall assign to UW and/or to any of the Developers as appropriate any and all Software Identifiers and Internet Domain Names, together with any goodwill if used as a trademark or service mark, ▇▇eviously assigned or transferred to Company by UW and/or Developers. Company may with the prior approval of UW fulfill any outstanding orders for the Licensed Products, and distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach . 15.6 Termination of CLOCKSS, any license granted herein shall terminate all rights granted by UW to CLOCKSS shall terminateCompany under this Agreement relating to Licensed Products except that Company may fulfill any outstanding order for the Licensed Products, and CLOCKSS distribute any copies of Licensed Products remaining in its inventory for a period of ninety (90) days from the date of termination of license. 15.7 Termination by UW or Company under the options set forth in this Agreement shall provide not relieve Company from any financial obligation to Publisher proof UW accruing prior to or after termination or from performing according to any and all other provisions of destruction of all Archived Contentthis Agreement expressly agreed to survive termination.

Term and Termination. A. This The initial term of this Agreement shall be effective as of commence on the Effective Date and shall continue until the date that is three (3) years from the Effective Date unless earlier terminated pursuant to the terms hereof. Thereafter, the Agreement shall automatically renew for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year renewal terms unless written either Party provides notice is delivered to the other Party of non-renewal at least sixty ninety (6090) days prior to the end beginning of the initial term or the applicable renewal term. B. a Renewal Term. Either Party may terminate this Agreement with or without cause on upon thirty (30) days’ calendar days prior written notice to the other Party if the other Party breaches or violates any of its material obligations set forth in this Agreement, and fails to cure such breach or violation within thirty (30) calendar days after receiving written notice of such breach or violation from the other Party. C. . Further, after December 31, 2014, either Party may terminate this Agreement by giving the other Party thirty (30) days notice. Upon termination or expiration of this Agreement, Publisher will DR shall cease referring business to the Company, each Party shall cease referring to itself as a referrer of potential clients to the other Party, and each Party shall promptly return or destroy any of the other Party’s Confidential Information or other materials provided by the other Party in its possession or control. Notwithstanding such termination, the Included Clients Referral Fee and any Company Referral Fees earned through the satisfaction of the conditions set forth in Section 2 hereof prior to the effective date of such termination shall continue to be due and payable in accordance with the terms of this Agreement. In the event that Company terminates the Agreement due to an uncured breach by DR of any of its material obligations set forth in this Agreement, the Company shall have no obligation to pay DR any portion of the Annual Included Clients Referral Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving not due as Archived Contentof the date of such termination. Except as otherwise provided in this Agreement, if there shall be no uncured material breach The provisions of this Agreement on which, by their terms, require performance after the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not or have been made within thirty (30) days following issuance of notice application to the breaching party under Section 14.F. D. Sections 3-6events that may occur after such termination, 8, 9 and 10-14 of this Agreement shall survive the termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 12.1 This Agreement shall be effective as of commence on the Effective Date for a term of one and will remain in effect through February 28, 2027 (1) year. This the “Term”). 12.2 Customer may terminate this Agreement will renew automatically at the end of the initial term for successive one upon not less than ninety (1) year renewal terms unless written notice is delivered to the other Party at least sixty (6090) days prior written notice to the end of the initial term Operating Partner for any reason or the applicable renewal termno reason. B. 12.3 Either Party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to make payment in accordance with the terms of this Agreement subject to Section 3.3) after being given written notice thereof (a “Material Default). If this Agreement is terminated by either Party for a Material Default by the other Party, then such non-defaulting Party shall have all rights at law or in equity with respect to such Material Default and termination. Any termination of this Agreement for a Material Default of this Agreement by Operating Partner shall be a default under any other credit agreement, loan agreement or other similar agreement between Operating Partner and Customer or any of its affiliates. C. Upon 12.4 Following the expiration or termination or expiration of this Agreement, Publisher will have no obligation each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to pay (i) the Annual Fee for subsequent terms prompt possession of all Customer Mining Equipment or (ii) leave and will be under no obligation to continue to make Content available for archiving as Archived Contentabandon the Customer Mining Equipment at the Premises. Except as otherwise provided in Upon expiration or termination of this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer shall have the right but not the obligation to continue arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement pursuant to preserve any Archived Content received from Publisher Section 12.3 and elects to release such Archived Content upon remove the occurrence of a Trigger Event. If there Customer Mining Equipment then Customer shall be an uncured material breach reimbursed by CLOCKSS (Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right reimbursement to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made Customer within thirty (30) days following issuance of notice after such removal. If Customer elects to remove the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive Customer Mining Equipment from the Premises at the expiration or earlier termination or expiration of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. HoweverAny Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer. 12.5 If this Agreement is terminated or expires for any reason, upon termination by Publisher due Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the uncured material breach Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of CLOCKSS, all rights granted to CLOCKSS shall terminatethe Customer Mining Equipment, and CLOCKSS shall provide defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to Publisher proof effectuate the provisions of destruction this Section, including the grant of all Archived Contentaccess to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written claim or written notice related to the Customer Mining Equipment is received by Operating Partner.

Term and Termination. A. 11.1 This Agreement shall commence on the date hereof and shall continue in effect for three (3) years (hereinafter referred to as the "Initial Term") and may be effective as of renewed thereafter upon mutual agreement between the Effective Date for a term of one parties; provided, however, that either party may terminate this Agreement by giving the other party at least ninety (190) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless days prior written notice is delivered of termination. 11.2 Either party may terminate this Agreement upon the giving of prior written notice to the other Party at least sixty party if the other party (60a) has not fully complied, in all material respects, with the terms and conditions hereof and (b) fails to cure any such material noncompliance within forty-five (45) days prior to after receipt of such notice; in such event, this Agreement shall terminate effective on the end later of (a) the initial term expiration of such forty-five (45) day period or (b) the applicable renewal term. B. Either Party date specified in the written notice from the terminating party. In addition, either party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect upon giving written notice to the other Partyparty in the event of insolvency, assignment for the benefit of creditors, or bankruptcy proceedings by or against the other party. In the event of termination by Buyer pursuant to this Section 11.2 as a result of material breach by Geneva, and subject to the provisions of Section 4.4, Geneva shall use honor any purchase order accepted prior to the date notice of termination is given. In the event of termination by Geneva pursuant to this Section 11.2 as a result of Buyer's material breach, Buyer acknowledges and agrees that Geneva shall be entitled to cancel any purchase order accepted prior to the date notice of termination is given, and shall not be obligated to ship any Product ordered by Buyer pursuant to such purchase order. C. Upon 11.3 The termination of this Agreement shall not release Buyer from the obligation to pay any sum that may be owing to Geneva (whether then or expiration thereafter due to Geneva) or operate to discharge any liability that had been incurred by either party prior to any such termination. 11.4 During the period between the giving of any notice of termination of this Agreement pursuant to this Section 11 and the effective date of termination, all Product shall be delivered to Buyer solely on a C.O.D. basis. 11.5 Notwithstanding any termination of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach provisions of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored filesSection 3.6(b), Publisher and Articles 5,6,7,8 and 10 shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentremain in effect.

Term and Termination. A. (I) This Agreement shall be effective as of the Effective Date for a term of is valid from December 3, 2015 to January 2, 2017. If neither party has terminated this Agreement within one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days month prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration expiry of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there Agreement shall be no uncured material automatically renewed for one year. (II) The non-defaulting party shall terminate this Agreement immediately after having notified defaulting party in any of the following circumstances: 1. If a party fails to comply with the agreement and has not corrected it after receiving the written notice from the other party. 2. A party seriously breaches the provisions of this Agreement during the term of the agreement, which resultsin the aim of this Agreement not being achieved. 3. A party has caused losses including but not limited including reputation loss, and actual economic losses to the other party because of risk events such as user’s complaints, and disputes arising from the breach of this Agreement on Agreement. (III) In the part of CLOCKSSfollowing circumstances, CLOCKSS Party B shall have the right to continue send Party A a notice of rectification or a warning letter and take the necessarily restrictive measures, and if Party A fails to preserve any Archived Content received from Publisher and to release such Archived Content upon meet the occurrence rectification requirements of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way Party B within the period of example onlyrectification notice, a material breach in security or corruption or the stored files), Publisher Party B shall have the right to withdraw its Archived Content, and terminate this Agreement orimmediately after sending Party A a written Notice of the Termination of the Contract claiming the compensation for its loss due to following circumstance, if such breach occurs and Party A shall not require Party B to refund the paid service charge: 1. Party A’s website is suspected for illegal activities (including but not limited to: illegal fund-raising, illegal absorption of public deposits and other illegal acts, dishonest operation, fraud, theft of user’s funds, warning or suspending of business or punishment of the judiciary, or the financial regulatory authorities); 2. A significant risk was found in Party A’s transaction through site or website inspection, or the judgment of Party B’s risk control system and Party A failed to comply with respect Party B; 3. In the course of the use of the account, the risk event appears to surviving obligations Party A, including but not limited to: Party B’s adverse effects or financial losses because of CLOCKSS after Party A’s user complaints, abnormal circumstances in the running of the website, overdue repayment which impacts Party A’s normal operation or causes Party B’s losses of reputation or funds, unable withdrawal, running point to point not in accordance with Party A’s user, a large number of offline account regulation without reasonable reasons; 4. Party A's business qualification has been changed significantly and the purpose of this Agreement has not been abided by. (IV) In order to protect the fund security of Party A’s user, Party B shall have the right to start a risk relief mechanism (including but not limited to freezing the funds of problem account, limiting the account function or transferring the user’s funds directly to the user’s binding bank card) at the same time as sending the written notice of termination of the Agreementcontract should Party B find a risk for Party A’s related behaviors in the course of rectification. (V) If the contract is terminated or canceled, terminate any post-termination rights one party shall send a Notice of CLOCKSS under the Agreement. For the purposes Termination of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice Contract to the breaching party under Section 14.F.other, and both parties shall negotiate the termination terms such as the closing time of the account system. Both parties shall carry out the liquidation of the account funds, and Party A shall inform its user to accomplish the withdrawal in the liquidation time confirmed by both parties. If Party A's user fails to withdraw within the liquidation time, Party A shall inform its user to log in Party B’s official website (▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) for the withdrawal of surplus funds. D. Sections 3-6, 8, 9 (VI) If the terms and 10-14 the period of validity of this Agreement are in conflict with or covered by any similar agreement previously signed by Party A and Party B, this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentprevail.

Term and Termination. A. This Agreement shall be effective as is valid for an initial period of five (5) years from the Effective Date for a term of one (1) yearDate. This After the initial period this Agreement will renew automatically at the end of the initial term annually for successive one (1) year renewal terms unless Customer provides ninety (90) days prior notice of its intent not to renew. Should Customer fail to pay may sum due and payable under this Agreement, MPOWER shall notify Customer in writing of such failure to pay. Customer shall then have thirty (30) days from the delivery of MPOWER's written notice to pay such amount(s). The foregoing sentence in no way relieves Customer from its obligation to pay any and all late charges which may become due as set forth in Section VI below. If payment is delivered not made within such thirty (30) days, MPOWER shall have the immediate right to the other Party at least discontinue any and all services under this Agreement. Furthermore, if payment is not made within sixty (60) days prior from the delivery of MPOWER's written notice, MPOWER shall have the immediate right to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement Agreement. Should either party commit a material breach of its obligations under this Agreement, other than failing to pay money, the non-breaching party may notify the breaching party in writing, setting out the breach, and the breaching party shall have thirty (30) days to remedy such breach. If the breaching party fails to remedy the breach during this thirty (30) day period, or, with or without cause on respect to those breaches which cannot reasonably be remedied within thirty (30) days’ written , if the breaching party fails to proceed promptly after being given such notice to commence remedying the breach and thereafter to proceed to remedy the same, the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS party shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within provided such party gives the breaching party thirty (30) days following issuance of days' prior written notice to that effect. Notwithstanding the breaching foregoing, either party shall have the fight to immediately terminate this Agreement upon any breach by the other of its obligations under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 II above. Termination of this Agreement shall survive termination or expiration be without prejudice to all accrued rights and remedies either party may have and shall not affect any continuing rights and obligations of the parties under this Agreement. HoweverUpon the termination of this Agreement and/or any Attachment to this Agreement, upon Customer shall return to MPOWER all Proprietary Information regarding the MPOWER Product whose license is being terminated, within sixty (60) days after such termination by Publisher due and MPOWER shall return to Customer any proprietary information obtained in the uncured material breach performance of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthis Agreement within sixty (60) days after such termination.

Term and Termination. A. This 2.1 The Initial Term of this Agreement shall be effective for the period specified in the Proposal commencing as of the Effective Date (the “Initial Term”). 2.2 MSP is authorized to: (a) terminate this Agreement (and/or associated Order(s)) if Customer fails to pay any applicable fees due under this Agreement or any Order within 60 days of the date of becoming due; or (b) terminate this Agreement if Customer commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days from the receipt of written notice from MSP directing the Customer to cure such breach; or (c) terminate this Agreement in case of prolonged Force Majeure that extends for a term cumulative period of one 30 (1thirty) year. This Agreement will renew automatically at the end days – as defined herein. 2.3 Upon any termination of the initial term right to use a product/service, Customer will immediately uninstall (if the product/ service is software) and cease to use the terminated product/service and, upon MSP’s written request, where applicable, immediately return such product to MSP, together with all related documentation, and copies thereof. Upon written request from MSP, Customer will promptly certify in writing, in the format at Schedule 1, to MSP that all copies of the product have been returned, and that any copies not returned have been destroyed and that the Customer shall refrain from any further use of the product/service. 2.4 If the termination is with respect to a service, Customer will promptly pay MSP for successive one all services rendered along with all expenses incurred through the termination date. MSP may terminate any license granted for a Deliverable (1as defined below) year renewal terms if: (i) Customer does not pay MSP for that Deliverable in accordance with this Agreement, or (ii) if Customer materially breaches any part of this Agreement that affects this clause 2.4 and the obligations herein 2.5 It is expressly recorded that all dues outstanding and payable as of the date of termination of this Agreement shall remain payable even after termination. 2.6 After the Initial Term, this agreement shall automatically renew for subsequent periods of the same length as the Initial Term unless either Party gives the other written notice is delivered to the other Party of termination at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termInitial Term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 9.1 This Agreement shall be effective as commence on 9.2 The Initial Term of 3 years shall commence on the Effective Date Agreement date stated at clause 9.1. 9.3 The Term of this Agreement shall repeat continually for a term of additional 3 year periods unless or until terminated by one (1) year. This Agreement will renew automatically Party providing at least 3 calendar months prior written notice to the other to expire at the end of the initial Initial Term or on any subsequent 3 year anniversary term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termthereafter. B. 9.4 Either Party may has the right to terminate this the Agreement with or without cause on thirty (30) days’ written notice to immediately if the other Party.other: C. Upon termination or expiration 9.4.1 has committed a material breach of this Agreement, Publisher will have no obligation unless such breach is capable of remedy, in which case the right to pay the Annual Fee for subsequent terms and terminate immediately will be under no obligation exercisable if the other Party has failed to continue remedy the breach within 30 days after a written notice to make Content available do so; or 9.4.2 goes into bankruptcy or liquidation either voluntary or compulsory (save for archiving as Archived Content. Except as otherwise provided the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in this Agreement, if there shall be no uncured material respect of the whole or any part of its assets. 9.5 Further in the event of (i) Termination (that may conclude suspension); or (ii) Any breach of this Agreement a Customer Payment Obligation for whatever reason the Customer will on receipt of demand, pay to Reduce My Bills Ltd the Breach Fee. The Breach Fee shall entirely at Reduce My Bills Ltd discretion with be a payment either (i) Representing the Subscription Payment or such balance of the Subscription Payment yet to be paid to Reduce My Bills Ltd (ii) A fixed amount of £750. VAT is due to be paid on a Breach Fee. 9.5.1 The Customer agrees that the Breach Fee is due to be paid within seven days of receiving demand for the same and that it enjoys no right of set off, defence, counter claim or other reason to withhold or delay payment. The Customer agrees that the Breach Fee, represents the reimbursement of loss suffered by Reduce My Bills Ltd resulting from the Customer non-payment Breach. It does not represent an unfair gain or windfall on the part of CLOCKSS, CLOCKSS shall have Reduce My Bills Ltd that is in the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon nature of or is capable of falling within the occurrence definition of a Trigger Eventpenalty. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For The Subscription Payment for the purposes of this Agreementclause is calculated on the basis of the subscription charge and period as set out in the Contract at Schedule 2. 9.6 Any and all rights and obligations of the Parties which either expressly or by their nature continue beyond the termination, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 cancellation or expiration of this Agreement shall survive termination or expiration of under this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentClause 9.

Term and Termination. A. This 7.1 The term of the Agreement shall be effective as of three (3) years from the Effective Date for a term of one (1) yearDate. This Thereafter, the Agreement will renew automatically at the end of the initial term shall be renewed for successive one (1) year renewal terms terms, unless terminated upon three (3) months prior notice by either Party before the anniversary of the Agreement. 7.2 If either Party is in breach of its obligations under this Agreement then the Party not in breach is entitled to serve notice in writing to the Party in breach setting out details of the breach, what actions are required to correct the breach and allowing the Party in breach thirty (30) days from the date of notification in writing to correct the breach. 7.3 Either Party shall have the right to terminate this Agreement and/or an accepted Project Proposal, effective immediately upon written notice is delivered to the other Party, should the other Party continue to be in material breach of this Agreement, provided, that a notice of material breach pursuant to Section 7.2 has been served on the Party in material breach and the Party in material breach has failed to correct the material breach within the thirty (30) day cure period. 7.4 Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is not dismissed within thirty (30) days after its institution, (ii) is adjudged as bankrupt, (iii) becomes insolvent, (iv) has a receiver, trustee, conservator or liquidator appointed for all or a substantial part of its assets, (v) ceases to do business, (vi) commences any dissolution, liquidation or winding up, or (vii) makes an assignment of its assets for the benefit of its creditors. 7.5 An accepted Project Proposal or any other written assignment related to a Project Proposal may be terminated by Client at least any time during the term of this Agreement on sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other PartyService Provider. C. Upon 7.6 Except in the event of a termination or expiration of by Client according to Section 7.3, if this Agreement, Publisher will have no obligation any particular accepted Project Proposal or any particular other written assignment related to a Project Proposal is terminated before any such Project Proposal or any such other written assignment related to a Project Proposal is completed, Client shall pay the Annual Fee Service Provider for subsequent terms and will be under no obligation all Services performed in accordance with any such affected Project Proposal or any such other written assignment related to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived ContentProject Proposal hereunder, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after reimburse the Service Provider for all costs and expenses incurred in performing those Services. 7.7 The termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration not relieve either Party of this Agreement. However, upon termination by Publisher due its obligation to the uncured material breach other with respect to (a) maintaining the confidentiality of CLOCKSSinformation, all rights granted to CLOCKSS shall terminate(b) liability and, and CLOCKSS shall provide to Publisher proof (c) compensation for Services performed through the date of destruction of all Archived Contenttermination.

Term and Termination. A. This 3.1. The Agreement shall has the term as agreed in the Offer and will automatically be effective as renewed by successive periods of twelve (12) months, unless agreed otherwise in the Effective Date for a term of one (1) yearOffer and subject to any limitations under statutory law. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate the Agreement against the end of a contractual term, subject to a notice period of two (2) months. Notice of termination must be in writing. 3.2. In case of a material breach of the Agreement by the Customer, Zivver is entitled to terminate this Agreement with and/or terminate access to or without cause on provision of the Service upon written notice, if the matters set forth in a breach notice are not cured to Zivver’s reasonable satisfaction within a thirty (30) days’ day period. The consequences of termination do not give the Customer any right to compensation. 3.3. Without affecting any other right or remedy available to it, this Agreement may be terminated agreement with immediate effect upon written notice to the other Party.party: C. Upon termination or expiration of this Agreement(a) by ▇▇▇▇▇▇, Publisher will have no obligation if Customer fails to pay any amount when due hereunder and such failure continues for thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of written notice of nonpayment; or (b) by either party, if the Annual Fee other party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for subsequent terms and will be under no obligation voluntary or involuntary bankruptcy or pursuant to continue any other insolvency law, (iv) makes or seeks to make Content available a general assignment for archiving as Archived Content. Except as otherwise provided in this Agreementthe benefit of its creditors, if there shall be no uncured material breach or (v) applies for, or consents to, the appointment of this Agreement on the a trustee, receiver or custodian for a substantial part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Eventits property or business; 3.4. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after After termination of the Agreement, terminate the Customer has the opportunity to download any post-data (from its End Users) still present on Zivver's systems within a period of sixty (60) days. The Customer itself is responsible for promptly downloading such data. 3.5. If this Agreement is terminated for any reason: (a) Customer will pay to Zivver any fees, reimbursable expenses, compensation, or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of the termination rights will survive and will be immediately due and payable; and (c) Customer will provide Zivver with a written certification signed by an authorized Customer representative certifying that all use by Customer of CLOCKSS under the Services and related documentation has been discontinued. 3.6. Upon termination of the Agreement, any Section that is intended by its nature to survive expiry or termination shall so survive. For the purposes The following Sections shall in any event remain in full force and effect: (a) Section 8 - Indemnity (b) Section 9 - Limitation of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Liability (30c) days following issuance Section 12 - Intellectual Property and Right of notice to the breaching party under Use; (d) Section 14.F.13 - Confidentiality; and D. Sections 3-6, 8, 9 (e) Section 14.9 and 10-14 14.10 - Governing Law and Choice of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Forum

Term and Termination. A. 10.1. This Agreement agreement shall be effective commence as of the Effective Date and continue for a term minimum period of twelve (12) months, (“Initial Term”). If agreed to by both parties, this Agreement shall be extended for following one (1) yeartwelve (12) month periods. 10.2. This Agreement will renew automatically agreement may be terminated at the end any time by written agreement of the initial term for successive one (1) year renewal terms unless parties. 10.3. If either party breaches a material provision of these Agreement and the breach is not cured within 30 days after receipt of written notice from the other party specifying the nature of the breach or if a plan is delivered not in place to expeditiously cure such breach, the non” breaching party may terminate this Agreement by written notice to the party in breach (10.4) Either party may terminate this Agreement by written notice upon the occurrence of any of the following events, unless such event is eliminated or cured within 60 days of notice thereof: (a) the filing by the other Party at least party of a petition in bankruptcy or insolvency; or (b) any adjudication that the other party is bankrupt or insolvent; or (c) the filing by the other party of any petition or answer seeking reorganization, readjustment, or arrangement of the business under any law relating to bankruptcy or insolvency; or (d) the appointment of a receiver for all or substantially all of the property of other party; or (e) the making by the other party of any assignment or attempted assignment of the benefit of creditors; or (f) the institution of any proceedings for the liquidation or winding up of the business or for the termination of the corporate charter of the other party. 10.4. Termination of this Agreement shall not affect the survival of any rights or obligations hereunder which by their nature are to survive and be effective following termination of the Agreement. After sixty (60) days prior following termination, remainders of inventory dollars which are reasonably in Seller’s possession due to the end uniqueness of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice Customer’s product shall be inventoried, boxed, and billed to the Customer at seller’s cost plus 10%. excluding material consigned by the Customer, which shall be managed by the Supplier at a flat handling charge at the rate of $30 per hour, the Customer may request that components may be used in the manufacture of alternate the Customer’s products which the Customer agrees to purchase in accordance with the other Party. C. Upon termination or expiration terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 8.1 This Agreement Contract. This Contract is formed (and becomes legally binding) when the parties complete and sign the Order. This Contract shall be effective as of commence on the Effective Date for a term of one and shall continue unless and until terminated by either party in accordance with this Clause 8. (1i) year. This Agreement will renew automatically at the end Either party shall be entitled to terminate this Contract on expiry of the initial term for successive one (1) year renewal terms unless written notice is delivered Minimum Term specified in the Order and each subsequent Renewal Term by giving to the other Party at least sixty party not less than ninety (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (3090) days’ prior written notice. (ii) Either party shall be entitled to terminate this Contract immediately by giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay party if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party commits any material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right Contract and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material remedy that breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of written notice of that breach, provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the Contract may be terminated by written notice immediately; and (b) the parties agree that any failure to pay sums due under this Contract within the agreed payment terms shall constitute a material breach of this Contract. 8.2 SOW(s). The SOW(s) shall commence in accordance with Clause 4.2 and shall terminate on completion of the Services or in accordance with this Clause 8.2. (i) Either party shall be entitled to terminate any SOW(s) immediately by giving to the other party not less than ninety (90) days’ prior written notice, save in respect of any SOW(s) that vary the scope of the Hosted Services. (ii) Either party shall be entitled to terminate any SOW(s) immediately by giving written notice to the breaching other party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to if the uncured other party commits any material breach of CLOCKSSthis SOW and fails to remedy that breach within thirty (30) days of written notice of that breach, all rights granted provided that: (a) the thirty (30) day period only applies where a breach is capable of remedy - if it is incapable of remedy, the SOW may be terminated by written notice immediately; and (b) the parties agree that any failure to CLOCKSS pay sums due under any SOW within the agreed payment terms shall terminate, and CLOCKSS shall provide to Publisher proof constitute a material breach of destruction of all Archived Contentthe SOW.

Term and Termination. A. This 11.1 The initial term of this Agreement shall be effective as of will commence on the Effective Date and will continue thereafter for a term the period as set out in the Order Form (“Initial Term”) unless terminated earlier by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services or Customer in accordance with the terms of one (1) yearthis Agreement. This Agreement will automatically renew automatically at the end of the initial term for successive additional one (1) year renewal terms periods (unless written notice is delivered to separately identified in the Order Form, in which case such other period of the length specified in the applicable Order Form) shall apply (each being a “Renewal Term” and, collectively, with the Initial Term, the “Term”) unless either party provides the other Party at least sixty party with ninety (6090) days dayswritten notice prior to the end conclusion of the initial term Initial Term or the applicable renewal termRenewal Term, as applicable. All terms and conditions hereof shall remain in effect during any Renewal Term, except as the parties otherwise expressly agree in writing. B. Either Party 11.2 Without prejudice to any other rights or remedies that the Parties may have, the Customer may terminate this Agreement with or without cause liability to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services if there shall be no uncured ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services commits a material breach of any of the terms of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement orand, if such a breach occurs with respect is remediable, fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services's being notified in writing of the breach. 11.3 Without prejudice to any other rights or remedies that the Parties may have, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may immediately suspend the provision of the Services and/or terminate this Agreement or any part of this Agreement without liability to the Customer immediately on giving written notice to the breaching party Customer if: (a) the Customer fails to pay any amount due under Section 14.F.this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment; or D. Sections 3-6, 8, 9 and 10-14 (b) the Customer commits a material breach of any of the terms of this Agreement shall survive termination and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the Customer being notified in writing of the breach; or (c) the Customer notifies ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services that it does not accept any variation in the Fees pursuant to condition 6; or (d) instructed to do so by the Acquirer or expiration a Network; or (e) if a tri--party agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services, the Customer and the Acquirer, including the DNAP Agreement, is terminated for any reason; or (f) the Customer suspends, or threatens to suspend, payment of this Agreement. Howeverits debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (g) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, upon termination by Publisher due or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (h) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; or (i) an application is made to Court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; or (j) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; or (k) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; or (l) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (m) the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (n) any event occurs, or proceeding is taken, with respect to the uncured material breach Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of CLOCKSSthe events mentioned in condition 10.3(e) to condition 10.2(l) (inclusive); or (o) there is a change of control of the Customer. 11.4 On termination of the Agreement for any reason: (a) the Customer shall, within fifteen (15) days, pay to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services all of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services’s outstanding fees and interest and, in respect of Services supplied but for which no invoice has been submitted and any portion of the remaining fees for that calendar year and that has not yet been invoiced, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Services may submit an invoice, which shall be payable within fifteen (15) days of receipt; and (b) the accrued rights granted and liabilities of the Parties as at termination and the continuation of any provision expressly stated to CLOCKSS survive or implicitly surviving termination shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentnot be affected.

Term and Termination. A. This 2.1. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall be effective as of automatically renewed, provided that Customer is not in default beyond any applicable grace period, on the Effective Date for a term of one (1) year. This terms described in this Agreement will renew automatically at the end of the initial term for successive one one-year periods (1) year renewal terms each, a “Renewal Term,” and together with the Initial Term, the “Term“), unless earlier terminated as provided herein or unless either Party provides written notice is delivered to the other Party at least sixty (60) days prior to the end expiration of the initial term or the applicable renewal termcurrent Term that such Party does not want this Agreement to renew. B. Either 2.2. Expiration or termination of the Term of this Agreement shall not affect any obligation of Customer to make payments hereunder accruing prior to such expiration or termination. 2.3. If a Party materially breaches this Agreement, the other Party may terminate this Agreement with or without cause on thirty (30) days’ by providing written notice to the other PartyParty specifying the nature of such breach in reasonable detail; provided, however, that (i) this Agreement shall not terminate if the breaching Party shall have cured the breach within ten (10) business days following such notice, and (ii) the exercise of such right of termination shall not limit any other rights or remedies of the non-breaching Party at law, except as specified herein. C. 2.4. A Party may terminate this Agreement immediately if: (i) the other Party ceases to carry on its business; (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 2.5. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of this Agreement, Publisher Service Provider will make Customer Content (as defined in Section 5.1) available to Customer for export or download. After such 30-day period, Service Provider will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation maintain (unless legally obligated) or to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve provide any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Customer Content.

Term and Termination. A. 19.1. This Agreement shall be Contract is effective as of from the Effective Date and shall remain in force, absent earlier termination in accordance with this Section 19., for a term of one seven (17) year. This Agreement will renew years (the “Initial Term”), and shall automatically extend for a further term of two (2) years (the “Renewal Term”), unless either Party gives at least eighteen (18) months’ written notice to terminate the Contract at the end of the initial Initial Term or at any time during the Renewal Term. The Parties may mutually agree to extend the term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to of this Contract following the end of the initial first Renewal Term for further periods of two (2) years, and each such two (2) year period shall be an additional Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the “Term”. [***]. 19.2. Termination of this Contract shall not [***]. 19.3. If a Party materially breaches any material term or condition of this Contract, the applicable renewal term. B. Either other Party may notify the breaching Party in writing of such breach, setting forth the nature of the breach in reasonable detail. If the breaching Party fails to cure such breach within [***] after the receipt of the foregoing notice from the non-breaching Party, the non-breaching Party may terminate this Agreement with or without cause on thirty (30) days’ Contract effective immediately upon a second written notice to the other breaching Party. C. Upon termination 19.4. Customer may terminate this Contract at its election on [***] written notice to ▇▇▇▇▇▇▇▇▇▇ if the Initial Technology Transfer has finally not been completed by June 30, 2017, subject to any Exit Fees payable under Section 10. for any Binding Forecast placed by Customer prior to such termination, provided that (a) this Section 19.4. shall not apply if the failure to complete the Initial Technology Transfer by June 30, 2017 is the result of Customer’s [***] or expiration [***] in [***] necessary for ▇▇▇▇▇▇▇▇▇▇ to [***], and (b) if the Initial Technology Transfer is completed after June 30, 2017, and Customer has not exercised its right to terminate the Contract under this Section 19.4. prior to such completion of this Agreementthe Initial Technology Transfer, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS Customer shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate [***] under this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content19.4.

Term and Termination. A. This 9.1. The Agreement shall be effective as commence on the first day of the Effective Date Initial Subscription Period and shall continue for a term the Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”). 9.2. Maynooth University (acting as agent on behalf of one (1the Members) year. This may terminate this Agreement will renew automatically without cause by notifying the Publisher, in writing, at least sixty days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to relevant Subscription Year, in which case this Agreement shall terminate upon the other Party at least sixty (60) days prior to the end expiry of the initial term or the applicable renewal termSubscription Year. B. Either Party 9.3. Maynooth University (acting as agent on behalf of the Members) may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided Publisher is in this Agreement, if there shall be no uncured material breach of any obligation under this Agreement on and, in the part event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or capable of being remedied, fails to remedy the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of notice in writing of such breach. 9.4. A Member’s participation in this Agreement may be terminated with immediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breaching breach within thirty (30) days of receipt of notice in writing of such breach. 9.5. If a Member’s participation in this Agreement is terminated then that Member’s further rights and obligations under this Agreement shall cease upon the effective date of such termination, but such termination: 9.5.1. shall not prejudice any rights or liabilities of any party under Section 14.F.in connection with that Member which may have arisen on or before the effective date of such termination; and D. Sections 3-6, 8, 9 and 10-14 9.5.2. shall have no effect on the continuation in force of the Agreement. 9.6. Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause 9.4) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.6.1. continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.6.2. by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.6.3. supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or 9.6.4. granting access to the same Licensed Material through one of the e- journals archiving solutions as listed in Schedule 3 – Industry Standards and Related Obligations. 9.6.5. For the avoidance of doubt, access to and use of archival copies shall survive termination or expiration be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. 9.7. HoweverMembers are permitted to: 9.7.1. mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.6.1 and 9.6.3; 9.7.2. communicate, upon termination make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.7.3. make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher due in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.8. In the uncured event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.8.1. through the Publisher’s server; or 9.8.2. by supplying such material breach without charge to Members in accordance with the procedure described in Clause 9.6. 9.9. In the event that the Publisher ceases to publish a part or parts of CLOCKSSthe Licensed Material (including back issues of a title as part of the Licensed Material), all rights granted the Publisher will: 9.9.1. maintain a digital archive of such Licensed Material; 9.9.2. make the digital archive available to CLOCKSS shall terminateMembers without charge either through the Publisher’s server, via a third party server (including e- journals archiving initiatives as listed in Schedule 3 – Industry Standards and CLOCKSS shall provide Related Obligations) or by supplying the digital archive to Publisher proof of destruction of all Archived ContentMember without charge in accordance with the procedure described in Clause 9.6. 9.10. The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Term and Termination. A. This (a) The term of this Agreement shall be effective as of is one year form the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation subject to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contentconditions set forth below regarding early termination (the ‘Term”). Except as otherwise provided in this Agreement, if there shall be no uncured material breach The Term of this Agreement on shall automatically extend for successive one year terms unless sooner termination as provided herein. (b) This Agreement may be terminated at any time by either party for its convenience upon ninety (90) days written notice. Each of the part parties has considered its expenditure in preparing for performance of, and performing, this Agreement and possible losses resulting form its termination. It is expressly understood that this right of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher termination is absolute and to release such Archived Content upon the occurrence of a Trigger Event. If there that neither party shall be an uncured material breach by CLOCKSS (such as by way liable to the other for damage in case of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate termination of this Agreement orfor convenience. (c) This Agreement may also be terminated in the event of one party’s breach of any of the terms and conditions set forth herein, if providing that such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall is not have been made remedied within thirty (30) business days following issuance of notice to the breaching party under Section 14.F.having received written notice of such breach. D. Sections 3-6, 8, 9 and 10-14 (d) The obligations of Receiving Party herein shall be effective from the date Disclosing Party last discloses any Confidential Information to Receiving Party pursuant to this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach date when the Confidential Information disclosed to Receiving Party is no longer confidential. (e) Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Receiving Party, nor by the rejection of CLOCKSSany agreement between Disclosing Party and Receiving Party, all rights granted to CLOCKSS shall terminateby a trustee of Receiving Party in bankruptcy, and CLOCKSS shall provide to Publisher proof or by the Receiving Party as a debtor-in-possession or the equivalent of destruction any of all Archived Contentthe foregoing under local law.

Term and Termination. A. 17.1 This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. and shall remain in effect until terminated. 17.2 This Agreement will renew automatically at the end of the initial term for successive one terminate: (1a) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance (ten (10) days in the case of nonpayment) prior written notice if IGS shall be in breach or default of any material obligation under this Agreement; provided however, IGS may avoid such termination if, before the end of such notice period, it cures such breach; (b) immediately if IGS ceases to do business, or otherwise terminates its business operations; (c) immediately if IGS seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against IGS (and not dismissed within sixty (60) days); or (d) immediately if IGS is unable to grant RSS the AGP Technology license specified in Section 3.1(a). 17.3 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 other) arising from or incident to any termination of this Agreement by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses. 17.4 Upon termination of this Agreement by either party: (i) all rights and licenses granted hereunder shall immediately terminate, except that licenses to end user customers for the use of the RSS Software, Documentation, IGS Chip and IGS Software pursuant to this Agreement shall continue in accordance with the applicable end user agreements therefor; (ii) IGS will immediately return to RSS all *** Technology and all materials relating to *** Technology or portion(s) thereof and all RSS Confidential Information in IGS' possession, custody or control in whatever form held (including all copies or embodiments thereof), except that IGS may maintain one (1) copy of the RSS Software solely to the extent necessary to support its installed base of customers for the CyberPro3000 Products and Unencrypted Verilog Based Products; and (iii) except to the extent expressly provided to the contrary in this Agreement, all rights to payment (including, without limitation, milestone payments and royalties) and the following provisions shall survive the termination or expiration of this Agreement. However: Sections 4, upon 7, 9.1, 9.3, 10.5, 12.1(a), (c) & (d), 12.2(a) and 13 through 20, inclusive. 17.5 Termination is not the sole remedy under this Agreement and, whether or not termination by Publisher due to the uncured material breach of CLOCKSSis effected, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother remedies will remain available.

Term and Termination. A. Employee will be employed under this Agreement for an initial term of two years (the "Initial Term"), beginning on the date of the Agreement (the "Effective Date"). This Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms periods after the completion of the Initial Term unless either party gives written notice is delivered of termination at least 30 days prior to the expiration of the Initial Term or any renewal term. Notwithstanding the foregoing, either party may terminate this Agreement at any time, with or without cause, by giving 30 days written notice of termination to the other Party at least sixty party, and upon termination, neither party will have any continuing obligation to the other party, except as follows: (60a) days if the Company terminates this Agreement without Cause (as defined below) prior to the end of the initial term or first year of the applicable renewal term. B. Either Party may terminate Initial Term, then the Company will be obligated to continue paying Employee's base salary and employee benefits pursuant to Section 4 hereof for a period of six (6) months after such termination; and (b) the provisions of Sections 5, 6 and 7 hereof will survive any termination of this Agreement for any reason in accordance with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contenttheir terms. Except as otherwise provided As used in this Agreement, if there termination for "Cause" shall mean any termination of Employee for (a) refusal to perform duties assigned, or disobedience of orders and directives issued to Employee; (b) violation of any rule or regulation of which Employee has notice and that may be no uncured material established from time to time for the conduct of the Company's business, (c) unlawful misconduct by Employee, including, without limitation, the commission of an act of fraud or embezzlement against the Company or commission of a crime involving moral turpitude, (d) consistent willful misconduct or negligence in performing Employee's duties hereunder, (e) breach of this Agreement on fiduciary duty in connection with Employee's employment by the part Company or (f) a breach of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes terms of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. 17.1 This Agreement shall be become effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at Date, and shall remain in effect initially until the end of Expiration Date, or otherwise terminated by the initial term for successive one (1) year renewal terms unless written notice is delivered to Parties in accordance with the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach provisions of this Agreement on the part of CLOCKSS(“Term”). 17.2 This Agreement may be terminated by a Party, CLOCKSS shall have the right with written notice, without prejudice to continue to preserve any Archived Content received from Publisher and to release other rights such Archived Content Party may have, upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security either one or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination more of the Agreement, terminate any post-termination rights of CLOCKSS under following events stated below: a) by either Party in the Agreement. For event that the purposes of this Agreement, other Party voluntarily files a material breach shall be deemed uncured if cure shall petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not have been made discharged within thirty (30) days following issuance after filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of its assets which order shall not be vacated, or set aside within thirty (30) days from date of issuance, or if any assignment for the benefit of its creditors is made; b) by either Party in the event that the other has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement, provided that such default or breach is not remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice to the breaching party other Party specifying the nature of such default and requiring remedy of the same; c) by Customer in the event [***] fails to perform the obligations as set out in Section 2.4; or Master Supply Agreement – [***] 12 d) by [***] in the event that Customer fails to pay the Deposit or Incremental Deposit to [***] as required under Section 14.F.2.3. D. Sections 3-6, 8, 9 and 10-14 17.3 Termination of this Agreement for any reason shall not affect any obligation which from the context thereof is intended to survive the termination or expiration of this Agreement. However, including without limitation, Sections 1, 9, 10, 11, 12, 14, 15, 17, 18, 19, and 20 of this Agreement which shall continue to be binding upon termination by Publisher due the Parties to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentextent stated therein (where applicable).

Term and Termination. A. This 7.1. The term of this Agreement shall be effective as of set forth in the Effective Date for a term of one quote(s) and/or Attachment A attached hereto and incorporated herein (1) year“Term”). 7.2. This Agreement is non-cancelable by Customer and will renew automatically at remain in effect for the end of the initial term Term specified in this Agreement. However, Customer may cancel service coverage for successive one (1) year renewal terms unless written notice is delivered to the other Party at least an individual Covered System under this Agreement upon sixty (60) days prior written notice to Invivo representing that the Covered System is being permanently removed from the Site and that the Covered System is not being used in any other Customer site 7.3. Upon sixty (60) days written notice to Invivo, Customer may cancel this Agreement specifically describing a material breach or default of the Agreement by Invivo, provided that Invivo may avoid such cancellation by curing the condition of breach or default within such sixty (60) day notice period. Termination under this clause shall not impact fees paid for services rendered up to the end time of such material breach, which shall remain payable to Invivo. 7.4. In addition, if the Customer sells or otherwise transfers any of the initial Covered System to a third party and the System remains installed and in use at the same location, and such third party assumes the obligations of the Customer under this Agreement or enters into a new service agreement with Invivo the price will be equal to the price in this Agreement and a term or at least equal to the applicable renewal term. B. Either Party unexpired/unused term of this Agreement. If such third party does not assume the obligations of the Customer under this Agreement,, then the Customer may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within such Covered System upon no less than thirty (30) days following issuance of prior written notice to Invivo, in which case the breaching party Customer shall pay to Invivo (i) all amounts due under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive through the effective date of termination or (based on the notice requirement) and (ii) as liquidated damages and not as a penalty, an amount equal to 30% of the remaining payments due under this Agreement for such Covered System from the date of termination through the scheduled expiration of the term of this Agreement. 7.5. HoweverIf this Agreement includes a Pool and terminates for any reason and Customer has expended more funds from its Pool than it has contributed to the Pool, then Customer shall pay Invivo the amount by which its expenditures exceeded its contributions within five (5) business days of such termination. 7.6. Clinical Education training and credits will expire upon termination by Publisher due to of the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentAgreement.

Term and Termination. A. This 11.1 Subject always to either party’s right to terminate pursuant to this Section 11: (a) this Agreement shall be effective as of commence on the Effective Date and shall continue for the Initial Subscription Term; and (b) after the Initial Subscription Term, this Agreement shall automatically renew for successive periods of twelve (12) months (each a term “Renewal Term”), unless either party gives written notice to the other to terminate this Agreement not less than sixty (60) days before the end of one the Initial Subscription Term or any Renewal Term (1) year. This as the case may be), in which case this Agreement will renew automatically shall terminate at the end of the initial term for successive one Initial Subscription Term or Renewal Term (1) year renewal terms unless written notice is delivered as applicable) 11.2 Without prejudice to any other rights or remedies which the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party parties may have, either party may terminate this Agreement with or without cause liability to the other immediately on thirty (30) days’ giving written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay if: (a) (i) the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of this Agreement on where the part breach is incapable of CLOCKSS, CLOCKSS shall have remedy; or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured other party is in material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such where the breach occurs with respect is capable of remedy and the breaching party fails to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material remedy that breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving written notice of notice such breach; (b) the other party enters into an arrangement for an assignment for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (c) any event analogous to those described in sub-section (b) above happens to the breaching other party under Section 14.F.in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. D. Sections 3-6, 8, 9 and 10-14 11.3 On termination of this Agreement for any reason: (a) all licenses and other rights granted by Qubit under this Agreement shall survive immediately terminate; (b) Customer shall immediately pay to Qubit all outstanding unpaid invoices and interest and, in respect of Products rendered but for which no invoice has been submitted, Qubit will submit an invoice, which will be payable by Customer immediately on receipt; (c) each party shall (and Customer shall procure that any applicable Authorized User shall), return or destroy as promptly directed by the other party and make no further use of any equipment, property, Confidential Information, the Products (including the Script) and other items (and all copies of them) belonging to the other party; (d) Qubit will have no further obligation to store and/or make available Customer Data and may delete the same at any time from and including the date thirty (30) days after the termination or expiration expiry of this Agreement. However, upon termination by Publisher due without further notice to Customer; and (e) the uncured material breach accrued rights of CLOCKSS, all rights granted to CLOCKSS shall terminatethe parties as at termination, and CLOCKSS shall provide to Publisher proof Sections 1, 3.2, 3.4, 3.5, 5 and 6 through 12, will survive any expiration or termination of destruction of all Archived Contentthis Agreement.

Term and Termination. A. This 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to Intraware's and CorpSoft's mutual written agreement, this Agreement may be effective as of the Effective Date renewed for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive additional one (1) year terms provided the iPlanet is also in effect for the same renewal terms unless written notice is delivered period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other Party at least sixty (60) days prior to as a result of any such termination, provided however the end of the initial term or the applicable renewal term. B. Either Party termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement with or without cause on thirty if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (305) days’ written notice business days of the effective date of the iPlanet Agreement, and neither party shall have any liability to the other Partyparty as a result of any such termination. C. Upon termination 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining whether or expiration of not sales goals and expectations are being achieved. 3.3 Either party may terminate this Agreement, Publisher will have no obligation to pay Agreement if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other party: (i) commits a material breach of this Agreement on and does not cure the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance after receiving the non-breaching party's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 3.4 In the event the iPlanet Agreement expires or terminates, then this Agreement shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to two (2) years minus the breaching party under Section 14.F.duration of the original iPlanet Agreement. D. Sections 3-6, 8, 9 3.5 Intraware and 10-14 CorpSoft acknowledge that as a result of this Agreement both parties will obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or termination of this Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or data belonging to the other party. Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 11.1, 12.2, 13, 14, 15, 16 and 17 shall survive the expiration or termination or expiration of this Agreement. HoweverFurthermore, upon termination by Publisher due to the uncured material breach of CLOCKSSextent applicable, all rights granted to CLOCKSS shall terminateSections 3.4, 6.2, and CLOCKSS 9.2 shall provide to Publisher proof survive for the balance of destruction the two (2) year period of all Archived Contenttime referenced in Section 3.4.

Term and Termination. A. 18.1 This Agreement shall be effective as of come into force on the Effective Date and, shall continue for the Initial Term, during which the Client shall not have the right to terminate the Agreement. After the Initial Term, the Agreement shall automatically renew for twelve (12) month periods (each a term of one (1“Further Term”) year. This unless either Party provides notice to terminate the Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least in accordance with this Clause 18 (the Initial Term and Further Term together referred to as the “Term”). 18.2 ▇▇▇ shall be entitled to terminate this Agreement: 18.2.1 with immediate effect if the information provided in connection with the Client’s creditworthiness under Clause 8.13 provides a poor credit score; or 18.2.2 with immediate effect where the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;. 18.3 Subject to Clause 18.1, either party may terminate the Agreement during the Term by providing not less than sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Partyparty. In these circumstances, the Client shall be liable for payment of the Fees payable up until the date of such termination taking effect, and the Client shall be reimbursed by ▇▇▇ on a pro-rata basis for any Fees already paid for Services not provided. C. Upon termination 18.4 Without affecting any other right or expiration of remedy available to it, either Party may terminate this Agreement, Publisher will have no obligation Agreement with immediate effect by giving written notice to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured other Party if: 18.4.1 the other Party commits a material breach of any other term of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher agreement and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect is remediable) fails to surviving obligations remedy that breach within a period of CLOCKSS 30 days after being notified in writing to do so; or 18.4.2 the other Party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors. 18.5 Immediately on termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes or expiry of this AgreementAgreement (for any reason), a material breach the rights granted by ▇▇▇ under this Agreement shall be deemed uncured if cure terminate and the Client shall not have been made within thirty (30) days following issuance of notice to and shall procure that each Authorised User shall): 18.5.1 stop using the breaching party under Section 14.F.Services and any Documentation; and D. Sections 3-6, 8, 9 18.5.2 stop using the Services and 10-14 any Documentation; and 18.6 Termination or expiry of this Agreement shall survive not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiration expiry, and shall not affect any provision of this Agreement. However, upon termination Agreement that is expressly or by Publisher due implication intended to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentcontinue beyond termination.

Term and Termination. A. This Agreement shall be effective as of the Effective Date and shall continue for a minimum seven year term from the date hereof and will automatically extend on a year by year basis thereafter provided Gigabeam satisfies its minimum purchase commitments as set forth in Sections 1.3.4 and Exhibit D with minimum purchase commitments for each year of one (1) year. This Agreement will renew automatically at the end extension of the initial term Agreement beyond the time periods given in Exhibit D to be the same as the minimum purchase commitment for successive one (1the preceding year; provided, however, that the Agreement may be terminated for any of the following reasons: a.) year renewal Upon the occurrence of any material breach by either party of the terms unless and conditions of this Agreement and failure to cure such material breach within 30 days after receipt of written notice is delivered to from the other Party party the non-breaching party may, at least sixty (60) its option, terminate this Agreement upon written notice; provided however that the cure period shall be only 10 days prior after receipt of notice if the material breach arises from failure by Gigabeam to pay amounts due according to Section 3. After six months from the end of Effective Date, the initial term or the applicable renewal termpayment cure period will go to 30 days. B. Either Party b.) In the event that Gigabeam fails actually to receive $1.5 million in financing within 120 days from the Effective Date hereof, Sophia may, at its option, terminate this Agreement upon written notice; or c.) Upon the occurrence of bankruptcy or reorganization under bankruptcy laws, cessation of operations, or assignment for the benefit of creditors of either party, the other party may terminate this Agreement with or without cause on thirty (30) days’ upon written notice to the other Partynotice. C. Upon termination or expiration d.) This Agreement may be terminated by mutual written agreement of this Agreementboth parties to terminate. Notwithstanding the foregoing, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS either Party (such as by way of example onlythe "Breaching Party"), which is not cured within the appropriate cure period, or other event giving rise to a right for either Party to terminate this Agreement, without limiting any other rights or remedies available, the Party which is not in material breach in security or corruption or (the stored files"Non-Breaching Party"), Publisher shall have which has the right to withdraw its Archived Content, and terminate this Agreement ormay, if such breach occurs with respect to surviving at its option, terminate its own obligations of CLOCKSS after termination exclusivity under Section 8, such that Section 8 remains binding against the Breaching Party for the remainder of the Agreement, terminate any postterm but shall thereafter no longer be binding against the Non-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Breaching Party

Term and Termination. A. 7.1 This Agreement Contract shall be effective commence as of the Effective Date 15th day of March, 2000, and shall extend for a term period of one thirty-six (136) year. This Agreement will renew automatically at months, to and including the end 14th day of March, 2003 with a 2 year option agreed to by both parties. 7.2 The obligation of Client to pay fees and expenses earned or incurred by LHSI, as the initial term for successive one case may be, prior to the effective date of termination, the obligations of LHSI under paragraphs 2.9(c), the obligations of Client under paragraphs 3.6 and 3.7, and the rights and *** CONFIDENTIAL TREATMENT REQUESTED obligations of both parties under Articles VI, VII and IX shall survive the termination or expiration of this Contract. 7.3 If either LHSI or Client should fail to discharge fully and promptly any of its obligations under this Contract or the Exhibits hereto, including the Client's obligation to make payments and LHSI's obligation to meet the KPI's, attached hereto as Exhibit "C", and further fail to cure such default within a reasonable time not to exceed 60 days (1provided that such a failure can be cured) year renewal terms unless after written notice is delivered thereof by the non-defaulting party, the non-defaulting party shall have the right to immediately terminate this Contract upon giving the other Party at least sixty defaulting party written notice to such effect 7.4 Client shall have the right to terminate this Contract before the 15th day of March, 2003 for any major business change with ninety (6090) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to LHSI. In the event of early termination under this paragraph, Client shall pay LHSI an Early Termination Fee equivalent to *** following the effective date of termination. *** at the time of notification of early termination by the Client. 7.5 Each party hereto shall have the right to terminate this Contract in the event of any proceeding under a Bankruptcy Act or any insolvency, receivership or dissolution proceeding involving the other Partyparty is commenced and not dismissed within 90 days of its commencement. C. 7.6 Upon termination or expiration of this AgreementContract, Publisher will have no obligation LHSI shall promptly return to pay the Annual Fee for subsequent terms Client at Client's sole expense, all Products then in its possession or control, all packaging, shipping and will be under no obligation labeling materials related thereto, all invoice forms, any equipment or other property purchased by Client, and all customer and sales representative lists and other confidential or proprietary information provided hereunder by Client or developed by LHSI in relation to continue to make Content available for archiving as Archived Content. Except as otherwise this Contract, and any information provided in this Agreementorder that LHSI may obtain any government licenses and permits. LHSI shall provide an electronic copy of lot tracking data, if there customer history, and addresses to Client. LHSI shall be no uncured material breach compensated at the accessorial labor rate detailed in Exhibit "A" of this Agreement on Contract in returning property of Client from the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes last effective day of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentContract.

Term and Termination. A. 7.1 This Agreement shall be effective as of have effect on and from the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termand shall continue in force thereafter. B. 7.2 Either Party party may terminate this Agreement with any or without cause on thirty (30) days’ all Project Assignments immediately upon written notice to the other Partyin the event of: 7.2.1 any material breach of a Project Assignment by the other party which breach is not remedied (if remediable) within thirty days after the service of written notice requiring the same; 7.2.2 the other Party becoming bankrupt or entering into liquidation whether voluntary or compulsory (other than for the purpose of solvent amalgamation or reconstruction) passing a resolution for its winding up, having a receiver, manager, administrative receiver, administrator, trustee or similar officer appointed over the whole or any part of its business or assets, or making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt, or ceasing or threatening to cease to trade. C. Upon termination 7.3 The Company may also terminate this Agreement and/or any current Project Assignment immediately upon written notice to the Consultancy if: 7.3.1 the Consultancy breaches any of its obligations under Clause 8 and Clause 9; 7.3.2 the Consultancy disputes the validity or expiration ownership of any of the Company’s or Client’s intellectual property rights; 7.3.3 the Consultancy has been prevented from performing its obligations under this AgreementAgreement for a period exceeding one month or more in any period of twelve months. 7.3.4 the Client terminates its agreement for the Company to deliver those services which comprise part or all the Services to be delivered by the Consultancy pursuant to a current Project Assignment; 7.3.5 the Client requests that either or both the Consultancy or Representative providing the Services be replaced or removed from the Project Assignment; 7.3.6 any Client to whom the Consultancy is, Publisher will have no obligation or has agreed to commence providing Services, fails to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach Company’s charges. 7.4 Upon termination of this Agreement on or any Project Assignment for any reason, the part Consultancy shall deliver to the Company all Deliverables relating to the terminated Project Assignment then in the Consultancy’s possession or control, whatever their state of CLOCKSSdevelopment at that time, CLOCKSS shall have and all materials and information reasonably required by the right Company to continue to preserve any Archived Content received from Publisher and to release complete such Archived Content upon the occurrence Deliverables. 7.5 Termination of a Trigger Event. If there this Agreement shall be an uncured material breach by CLOCKSS (such as by way without prejudice to the rights and liabilities of example only, a material breach in security or corruption or the stored files), Publisher shall have Parties accrued at the right to withdraw its Archived Content, and terminate date of termination. 7.6 Upon termination of this Agreement orfor any reason, if such breach occurs the Consultancy shall not for a period of six months, whether itself or as principal, agent, proprietor, shareholder, director, employee, associate, partner, representative, contractor, advisor or assistant of or to any business or entity, directly or indirectly solicit, promote, contract with respect to surviving obligations of CLOCKSS after termination or accept or carry on any business for any Client who was, at any time within six months of the Agreement, terminate any post-date of termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty Client of the Company and for whom the Consultancy performed Services (30either directly or indirectly) days following issuance of notice to during the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentpreceding six months.

Term and Termination. A. 9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement, whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall be effective as of the Effective Date thereafter automatically renew for a term successive terms of one (1) year. This Agreement will renew automatically at year each unless either party provides the end of the initial term for successive one (1) year renewal terms unless other party written notice is delivered to that it will not renew the other Party at least Agreement no less than sixty (60) days prior to the end of the initial term or the applicable renewal a successive term. B. Either Party 9.2 In the event of a material breach of this Agreement, by either party, the other party may terminate notify the party of material breach in writing specifying the manner in which this Agreement with or without cause on has been materially breached, and this Agreement shall terminate automatically thirty (30) days’ written days after such notice unless the material breach has been cured to the other Partyreasonable satisfaction of the non-breaching party. If RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure. C. Upon termination 9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to meet the performance criteria set forth in Section 4.4(i) or expiration (ii) with respect to 15% or more of this Agreement, Publisher the Prescriptions filled during any three consecutive day period within any 15 consecutive day period. DS will have no obligation notify RxAMERICA if it has failed to pay perform for three consecutive days. RxAMERICA shall use its best efforts to immediately correct the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Contentproblem. Except as otherwise provided in this AgreementHowever, if there shall be no uncured material breach such a lack of this Agreement on the part of CLOCKSSperformance occurs in two consecutive 15-day periods or more than four times in 90-day period, CLOCKSS DS shall have the right to continue terminate this Agreement immediately upon notice without any additional cure period. Notwithstanding termination by DS under this Article 9.3 or RxAMERICA's failure to preserve meet performance criteria, DS shall remain obligated to pay any Archived Content received from Publisher and proper invoices for Pharmacy Services or Shipping Services performed by RxAMERICA prior to release such Archived Content upon the occurrence termination of a Trigger Event. this Agreement. 9.4 If at any time during the term of this Agreement there shall be filed by or against either party in any court pursuant to any statute either of the United States or any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of that party's property, or if either party makes an uncured material breach by CLOCKSS (assignment for the benefit of creditors or petitions for or enters into such as by way of example onlyan assignment, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and other party may immediately terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of upon written notice to the breaching such party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination who filed or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentagainst whom was filed such petition or who made petition or entered into such assignment.

Term and Termination. A. This The initial term of this Agreement is 10 years; provided, however, that this Agreement and GS3's engagement of the Manager hereunder may be terminated at any time following the date hereof upon mutual agreement of GS3 and the Manager. The Term shall be effective as of renewed automatically for additional two-year terms thereafter unless the Effective Date for a term of Manager or GS3 shall give notice in writing on or before one hundred and twenty (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60120) days prior to before the end expiration of the initial term or the applicable any two-year renewal term. B. thereof of its desire to terminate this Agreement. Either Party may terminate this Agreement with or without cause on thirty (30) days’ Agreement, effective upon written notice to the other Party (the "Defaulting Party. C. Upon ") if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 30 business days or is not dismissed or vacated within 45 business days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything in this Agreement to the contrary, (a) the provisions of Section 7 shall survive the termination or expiration of this Agreement and (b) no termination of this Agreement, Publisher whether pursuant to this Section 4 or otherwise, will have no obligation affect GS3’s duty to pay any fees accrued, or reimburse any cost or expense incurred, pursuant to the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice prior to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 effective date of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthat termination.

Term and Termination. A. 6.1 This Hosting Agreement shall be effective as commence on the Service Start Date when countersigned by ▇▇▇▇▇▇. Regardless of date of the Effective execution of the Hosting Agreement, Hosting Services and payment for such Hosting Services will continue for a) the higher of twelve (12) months from Service Start Date for a or b) any minimum term of one (1) year. This stated in Schedule C, after which time the Hosting Agreement will automatically renew automatically at for an additional twelve (12) month term. Client must notify Abtech in writing of its intent not to renew this Hosting Agreement in full or in part no less than sixty (60) days’ notice before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party 6.2 Notwithstanding the foregoing, either party may terminate this Hosting Agreement with or without cause on thirty (30) days’ written notice to any Addendum immediately if the other Party. C. Upon termination party: (a) experiences a Change of Control; (b) experiences a Bankruptcy Event unless it is succeeded by a permitted assignee under this Hosting Agreement; (c) fails to fulfill in any material respect its obligations or expiration of breaches any material term or condition under this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms Hosting Agreement and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release does not cure such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made failure within thirty (30) days following issuance of notice receipt of written notice; (d) or is no longer in the commercial interest of Abtech to continue the breaching party under Section 14.F.Hosting Agreement or any Addendum. D. Sections 3-6, 8, 9 and 10-14 6.3 Upon termination of this Hosting Agreement shall survive termination or and any Addenda for any reason (including the expiration of this AgreementHosting Agreement by its terms for the termination of the Hosting Agreement for cause): 6.3.1 Abtech shall permit the removal of all Client property, Client Environment, and supplies from Abtech within fifteen (15) days from date of termination. HoweverFailure to remove these items within the time allotted will result in further invoices until such time that the items are removed by Client. Client is responsible for any damage in transit from Abtech back to Client. 6.3.2 Client shall pay to Abtech within ten (10) days of the termination date all charges due, upon including, if any, liquidated damages. 6.3.3 Abtech shall assist Client with the termination or transfer of Hosting Services, including assisting Client in the timely transfer of Hosting Services to another designated service provider. Client agrees to pay Abtech in advance for the rendering of such assistance as a Project. 6.4 If termination by Publisher due either party results from any reason besides ▇▇▇▇▇▇’s failure under 6.2(c) or 6.2(d), Client agrees that it would be difficult to ascertain the damages to Abtech of such termination, and that Client shall pay Abtech all MMC for the remainder of the term and any term-based discounts as liquidated damages, and not as a penalty. 6.5 If termination by either party results from ▇▇▇▇▇▇’s failure under 6.2(c) or 6.2(d) within the cure period defined in 6.2(c), ▇▇▇▇▇▇ agrees to refund any pre-paid amount from Client for Hosting Services minus the charges to provide such Hosting Services to Client up to the uncured material breach last date that Abtech provides Hosting Services to Client. 6.6 Client may decrease the amount of CLOCKSS, all rights granted Hosting Services needed to CLOCKSS shall terminate, support Client Environment at any time after the initial term of the Hosting Agreement ends by providing a thirty (30) day written notice to Abtech prior to renewal Client may add Hosting Services at any time during the Hosting Agreement term by providing notice to Abtech and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsigning a new Addendum.

Term and Termination. A. 5.1 This Agreement shall be effective as upon the Effective Date. The term of this Agreement (the “Term”) shall be from the Effective Date until [ ] years following the In-Service Date. 5.2 Xcel Energy may terminate this Agreement for a term of one (1) year. This Agreement will renew automatically any reason or no reason, without cause, at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to any time by providing the other Party at least sixty (60) Calendar Days prior written notice. If Xcel Energy terminates this Agreement pursuant to this Section for a reason other than Customer’s material breach of Customer’s obligations under this Agreement, Xcel Energy shall transfer title of the Resiliency Service Assets to Customer, without any payment from Customer, and the Resiliency Service Assets will be deemed abandoned in place in “AS IS” condition, without any warranty (express or implied) by Xcel Energy. 5.3 Either Party may terminate this Agreement if the other party materially breaches any of its obligations under the Agreement as follows: 5.3.1 Prior to termination pursuant to this Section, the Party seeking the termination shall give the other Party written notice of the material breach and of the Party’s intent to terminate. If the breaching Party has not entirely cured the material breach within thirty (30) Calendar Days of the notice (or, if the breach is not one that can be reasonably cured within thirty (30) Calendar Days, and if the breaching Party is not working diligently to cure such breach), then the Party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination. 5.3.2 If Customer terminates this Agreement pursuant to this Section for Xcel Energy’s material breach of the Agreement, Xcel Energy shall transfer title of the Resiliency Service Assets to Customer, without any payment from Customer, and the Resiliency Service Assets will be deemed abandoned in place in “AS IS” condition, without any warranty (express or implied) by Xcel Energy. 5.3.3 If Xcel Energy terminates this Agreement pursuant to this Section for Customer’s material breach of the Agreement, Customer shall pay the Early Termination Fee set forth in Section 5.4 below, and when such fee is paid, Xcel Energy shall transfer title of all Resiliency Service Assets to Customer on an “AS IS” basis, without any warranty (express or implied). 5.3.4 A party terminating this Agreement pursuant to this Section does not waive its rights to any remedy at law or in equity for a material breach of the Agreement. 5.4 Should (i) Customer terminate this Agreement for any reason other than pursuant to the provisions of Section 5.3.2 for Xcel Energy’s material breach of its obligations hereunder, or (ii) Xcel Energy terminates this Agreement pursuant to the provisions of Section 5.3.3 for Customer’s material breach of its obligations hereunder, Customer will be charged an early termination fee in an amount equal to the undepreciated balance of the Resiliency Service Assets, as reasonably determined by Xcel Energy based on Xcel Energy’s cost to purchase and install the Resiliency Service Assets and the expected lives of the components of the Resiliency Service Assets (“Early Termination Fee”). The Early Termination Fee, if applicable, will be due and payable by Customer thirty (30) days following the termination of the Agreement. Upon payment of the Early Termination Fee, Xcel Energy will transfer title of the Resiliency Service Assets to Customer on an “AS-IS” basis, without any warranty (express or implied). 5.5 At least 180 Calendar Days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration Term of this Agreement, Publisher will have no obligation Customer shall notify Xcel Energy if it intends to pay the Annual Fee for subsequent terms and will be under no obligation to request that Xcel Energy continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementown, if there shall be no uncured material breach operate and/or maintain the Resiliency Service Assets after the end of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to Term. 5.6 If Customer does not request that Xcel Energy continue to preserve own, operate and maintain the Resiliency Service Assets under Section 5.5, then at the end of the Term, Xcel Energy will transfer ownership of all Resiliency Service Assets to Customer in “AS IS” condition, without any Archived Content received warranties (express or implied) by Xcel Energy. Xcel Energy is not responsible for decommissioning or removing the Resiliency Service Assets from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived ContentCustomer Location, and terminate this Agreement or, if such breach occurs with respect Xcel Energy is not responsible for restoring the Customer Location to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentoriginal conditions.

Term and Termination. A. a. This Agreement shall be effective as of the Effective Date remain in effect for a term of one (1) yearone year from the Effective Date (the “Initial Term”). This Following the Initial Term, this Agreement will shall automatically renew automatically at the end of the initial term for successive one (1) one-year renewal terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated earlier by either Party in accordance herewith. b. This Agreement may be terminated in any of the following circumstances: i. In the event that a Party breaches the terms of this Agreement and such violation(s) continue(s) and remain(s) unresolved to the reasonable satisfaction of the non-breaching Party for a period of five (5) days following written notice is delivered to by the other non-breaching Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either such violation(s), such non-breaching Party may terminate this Agreement by sending written notice thereof to the breaching Party. ii. In the event of a change in the Control of any of the Parties (it being specified that any such change is required to be notified to the other Party), then the other Party shall have the right to terminate the Agreement immediately by sending written notice the Party experiencing the Change of Control. iii. Solely for Services that are not Dedicated Resource Services, and subject to any immediate termination rights set forth herein, The Next Route may terminate this Agreement at any time by providing the Client with or without cause on seven (7) days’ prior written notice. Solely for Services that are not Dedicated Resource Services, the Client may terminate this Agreement at any time by providing the non-terminating Party with thirty (30) days’ prior written notice. In the event the Client wishes to terminate for convenience and any minimum order provisions have been agreed to by the Parties for an extended period of time that shall exceed the notice of termination, then the Client shall be required to continue with such minimum orders on the other Partysame terms and conditions until the term of the minimum orders agreed to between the Parties lapses. C. Upon iv. Default termination provisions for Dedicated Resource Services are set forth in Annex 1 (Dedicated Resource Services). Next Route Address: Phone: v. The Next Route may immediately terminate this Agreement in the event of non-payment by the Client that remains outstanding for more than fifteen (15) days following the date such invoice is due. A termination by The Next Route of this Agreement for non-payment of fees for Services shall be without prejudice to any of The Next Route ’s further rights and remedies hereunder or expiration at law. vi. The Next Route may terminate this Agreement immediately in the event of a material breach involving fraud, theft, misrepresentation, or other similar serious violations as determined by The Next Route in its sole discretion. vii. The Next Route may suspend Services, terminate Services, set off any monies owed to The Next Route against any funds held by The Next Route for the Client (including, without limitation COD proceeds from Customer Contracts), assess interest and/or late fees in accordance with this Agreement, Publisher will have no obligation assess reinstatement fees, or take any other reasonable action as a result of non-payment, partial payment, or late payment (as the case may be) by the Client to pay The Next Route . Late payment shall mean any payment that is seven (7) or more days past due as determined by The Next Route . viii. For the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreementavoidance of doubt, if there a termination of one or more Services by either The Next Route or the Client shall be no uncured material breach not necessarily constitute a termination of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of as a Trigger Event. If there shall be an uncured material breach whole unless otherwise specified by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentParty.

Term and Termination. A. This 8.1 The Agreement shall be effective as of commences on the Effective Date as stated on the Order Form and has been concluded for a term of one (1) yearthe Initial Term. This Agreement will renew automatically at the end Upon expiration of the initial term Initial Term, the Agreement shall automatically renew for additional successive one (1) year renewal terms (each a “Renewal Term”) on the same commercial terms as agreed for the Initial Term, and in accordance with the Agreement, unless written notice is delivered to a Party provides the other Party with a non-renewal notice at least sixty two (602) days prior to months before the end expiration of the initial term Initial Term or the applicable renewal termthen-current Renewal Term (as applicable). B. Either 8.2 The Customer may not terminate the Agreement unless i) explicitly so agreed upon by Parties in the Agreement or, ii) the right to terminate follows directly from the Agreement. 8.3 A Party may immediately terminate this Agreement with or the Agreement, without cause on thirty (30) days’ becoming liable, upon written notice notification to the other Party: I. if the other Party applies for a moratorium of payments, is declared bankrupt or otherwise ceases to meet its (financial) obligations; II. if the other Party suspends or discontinues its business activities. C. Upon 8.4 ▇▇▇▇▇▇ may immediately (temporarily or permanently) suspend the Service and/or terminate the Agreement at any time, and without notice to Customer in the event that Customer materially breaches the Agreement and/or otherwise engages in (unlawful) activities that are likely to cause damages to ▇▇▇▇▇▇. ▇▇▇▇▇▇ will not be liable for any costs, expenses, or damages as a result of its suspension of the Services and/or termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided Agreement in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. respect. 8.5 If there shall be an uncured material breach by CLOCKSS (such as by way of example only, either Party commits a material breach or default in security the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or corruption defaulting Party written notice of termination specifying the underlying breach or the stored files), Publisher shall have the right to withdraw its Archived Contentdefault within 60 days of discovery of such breach or default, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS or default remains uncured 30 days after the breaching or defaulting Party receives the notice. 8.6 Upon termination of the Agreement, terminate for whatever reason, any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall Customer under the Agreement will automatically terminate, and CLOCKSS shall provide Customer will immediately cease any and all use of the Service, ▇▇▇▇▇▇ Content, ▇▇▇▇▇▇ Intellectual Property Rights and ▇▇▇▇▇▇ Confidential Information. 8.7 In the event of a termination of the Agreement, any (parts of the) Services that already have been performed and/or delivered by ▇▇▇▇▇▇, and any payment obligations related to Publisher proof it, will not be the subject of destruction reversal, unless ▇▇▇▇▇▇ is in default in relation to such performance. Amounts invoiced by ▇▇▇▇▇▇ before the termination of all Archived Contentthe Agreement, in connection with (parts of) the implementation by ▇▇▇▇▇▇ of the Services, will continue to be owed and will become immediately due and payable at the time of the termination.

Term and Termination. A. 9.1. This Agreement shall be effective as of the Effective Date for have a term [*] and may not be terminated for the convenience of one (1) yeareither Party. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either However, either Party may terminate this Agreement with in the event of a breach or without cause on thirty default by the other Party (30the "breaching Party"). The Party alleging a breach or default (the "non-breaching Party") days’ shall provide a written notice of termination to the other Party. C. Upon termination breaching Party specifying the facts and circumstances relating to the alleged breach or expiration of this Agreementdefault as set forth above; provided; however, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of that this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made be terminated if the specified breach or default is remedied or cured within thirty (30) days following issuance after notice of breach or default is provided. If such specified breach or default is not remedied or cured within thirty (30) days after notice of breach or default is provided, and the breaching Party does not dispute that it has breached or defaulted and that the breach or default is material, then termination shall take effect upon expiration of the thirty-day period. Notwithstanding anything to the contrary in this Section 9.1, breaches for non-payment of any fees due and payable must be cured within 10 days of notice of such breach. 9.2. If at any time during the term of this Agreement, (i) a Party becomes insolvent; or (ii) a Party admits in writing its insolvency or inability to pay its debts or perform its obligations as they mature; or (iii) a party becomes subject to any voluntary or involuntary proceedings in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general attachment for the benefit of creditors, provided that if such condition is assumed involuntarily it has not been dismissed with prejudice within thirty (30) days after it begins; the other Party may terminate this Agreement upon thirty days advanced written notice. 9.3. In the event of termination of this Agreement by either Party, each Party shall immediately discontinue use of the Confidential Information received from the other Party, and within five (5) days after termination, each Party shall provide to the breaching party under Section 14.F.other Party a certification that the originals and all copies of such Confidential Information, regardless of form, have been returned to the disclosing Party or else destroyed. D. 9.4. Sections 3-5, 6, 7, 8, 9 9.4, 10, 11, 12 and 10-14 13 shall survive the termination of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentfor any reason whatsoever.

Term and Termination. A. 1. This Agreement shall be effective as of in effect from the Effective Date and will continue for a period of twenty-four (24) months, unless terminated earlier pursuant to this Section. However, this Agreement may be terminated at an earlier date under the terms of this Section H. Upon expiration of the term, the parties may, by mutual agreement, renew the Agreement for additional one-year increments. Further, the term of one (1) year. This this Agreement will automatically renew automatically at for each Product for an additional period of twenty-four (24) months should SW sell a minimum of 12,500 units of said Product during the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term original or the applicable any renewal term. B. Either 2. This Agreement may be terminated by either Party may terminate this Agreement with or without cause on upon thirty (30) days’ ' written notice for breach of a material term of this Agreement relating to such Product or all Products, unless such breach has been cured within said thirty (30) day period, in which case, the notice of termination shall be a nullity. 3. Either party may terminate this Agreement immediately on written notice if (a) the other Partyparty files for or is adjudged insolvent or bankrupt or circumstances arise that would entitle a court to make such a finding, or all or a substantial portion of the assets are transferred to an assignee for the benefit of creditors, receiver or trustee in bankruptcy or (b) the other party ceases to conduct its business or otherwise terminates its business operations or if the controlling ownership of the other party has changed by merger, acquisition or sale of all or substantially all of that party's assets, business or stock. In the case of VSV, should (a) or (b) occur, this Agreement shall be immediately transferred to and honored by VSV's parent, Virgin Communications, Ltd., and therefore this item shall apply only if Virgin Communications, Ltd. is subject to (a) or (b). C. 4. Upon termination or expiration of this Agreement, Publisher will SW shall have no obligation a period of ninety (90) days from the date of termination to pay the Annual Fee for subsequent terms and will be under no obligation sell off any copies of any Products in its inventory or in transit from VSV to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement SW on the part date of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Eventtermination. 5. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security Termination or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 expiration of this Agreement shall survive not affect those provisions which, by their nature, extend beyond the date of termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This (a) The term of this Agreement shall be effective as commence on the date of this Agreement and continues for the Effective Date for a term of one twelve (112) year. This Agreement will renew months which shall automatically at the end of the initial term be extended for successive one an additional twelve (112) year renewal terms months unless written notice is delivered to either Party gives the other Party written notice at least sixty thirty (6030) days prior to the end of initial twelve (12) month term that the Party is terminating this Agreement at the end of the initial term or the applicable renewal term. B. Either Party (b) This Agreement may terminate this Agreement with or without cause on be terminated by Consultant at any time, for any reason, upon giving thirty (30) days’ days written notice to the Client. (c) This Agreement may be terminated by either party at any time for material breach upon giving thirty (30) days written notice to the other Partyparty and that party’s failure to cure such identified material breach within such time. C. Upon (d) Both Parties agree to act with commercially reasonable efforts to cure any such material breaches of this Agreement within fourteen (14) days of written notice of any material breach under this Agreement. (e) Consultant and Client shall have the right and discretion to terminate this Agreement should the other party: (i) violate any law, ordinance, permit or regulation of any governmental entity, except for violations which either singularly or in the aggregate do not have or will not have a material adverse effect on the operations of the Client, or (ii) engage in activities which may, in the reasonable opinion of the terminating party, bring the reputation of the terminating party into disrepute. (f) This Agreement shall automatically terminate upon the dissolution, assignment for the benefit of creditors, or bankruptcy of the Client or the Consultant. (g) In the event of any termination or expiration of this Agreement for the reasons set forth in Sections 8(b) through 8(f), all amounts owed to the Consultant for services rendered through the date of termination shall be fully earned and non-refundable, including the Contract Signing Fee and Contract Extension Fee, if applicable. For the avoidance of doubt, the Special Consulting Fees shall be fully earned upon the substantial performance of the Consultant’s duties for any relevant quarter under Section 4(b). Further, termination of this Agreement shall not be valid if it serves to frustrate payment of Special Consulting Fees for any particular quarter. (h) In the event of any termination of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there Consultant shall be no uncured material breach responsible to comply with the provisions of this Agreement on the part of CLOCKSSSections 8 and 9, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentbelow.

Term and Termination. A. 16.1 This Agreement shall be become effective as on the date of the Effective Date conclusion and shall remain in effect for the period as agreed between the Parties (the “Initial Term”) and shall extend automatically until terminated in accordance with this Clause 16. 16.2 There are no termination rights for the Initial Term. After the Initial Term, each Party may terminate this Agreement at any time and without giving reasons upon 6 months’ prior written notice to the end of a term month. 16.3 Each Party shall have the right to terminate this Agreement by written notice to the other Party for good cause with immediate effect, if the terminating Party, taking into account all the circumstances of the specific case and weighing the interests of both Parties, cannot reasonably be expected to continue the contractual relationship until the agreed expiry of this Agreement or (i) the other Party commits a material or persistent breach of any of the terms of this Agreement and – if such breach is capable of remedy – such breach is not remedied within 30 calendar days of the terminating party’s written request to do so or if the regular performance of this Agreement is jeopardized. The termination of this Agreement by one Party for breach of contract of the other Party shall be without prejudice to any remedy for breach of contract that the terminating Party may have against the other Party; or (ii) the respective other Party becomes insolvent or suspends payment, or an action for the opening of a bankruptcy proceeding or a reorganization proceeding in respect of the other Party’s assets or those of any of its controlling owners is filed. 16.4 If the Agreement expires or is terminated by DCS or the Partner, the Partner and DCS shall not have any claims against each other in relation to or caused solely by the expiry or termination of the Agreement, provided the Agreement has not been terminated for good cause. Partner Charging Contracts as well as RFID Cards and PIN become invalid upon termination of this Agreement. 16.5 DCS is entitled to terminate this Agreement prior to the Initial Term with a notice period of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior month to the end of the initial term or the applicable renewal terma month. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This a) The term of this Agreement (the “Term”) shall be effective as of commence on the Effective Date hereof, and continue until terminated in accordance with the terms of this Section (15). b) Precision may terminate this Agreement or any SOW, without cause, upon ten (10) days’ prior written notice to the Vendor or immediately upon written notice in the event a Precision Client terminates the applicable Prime Contract. Precision shall be obligated to compensate Vendor only for a term Services satisfactorily provided and reimbursable expenses properly incurred up to the date of one (1) year. This Agreement will renew automatically at the end termination of the initial term for successive one SOW or Agreement (1) year renewal terms unless written notice is delivered to as the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termcase may be). B. c) Either Party may terminate this Agreement with or without cause on thirty (30) days’ and/or any SOW issued hereunder, upon written notice to the other, with immediate effect and, in the case of a termination by Precision, with no liability or obligation to make any further payment to Vendor, if the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided : (i) is in this Agreement, if there shall be no uncured material breach of the terms of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if cure such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of its receipt of written notice from non-breaching Party specifying the nature of the breach; or (ii) becomes insolvent, is dissolved or liquidated, makes a general assignment for the benefit of its creditors, or files or has filed against it a petition in bankruptcy or has a receiver appointed for a substantial part of its assets. d) Vendor may terminate this Agreement without cause upon thirty (30) days prior written notice to Precision, provided, however, that if at the breaching party under Section 14.F. D. Sections 3-6time of such notice, 8one or more SOWs remain in effect, 9 and 10-14 of this Agreement shall survive remain in effect with respect to such SOWs only, through the satisfactory completion of the Services described therein. e) Upon receipt by Vendor of any notice of termination of an SOW or expiration his Agreement, Vendor shall (i) immediately cease performing any further work under the applicable SOW(s) and shall cease incurring additional expenses in connection therewith, (ii) promptly return or destroy all Confidential Information of this Agreement. However, upon termination Precision at Precision’s direction and (iii) immediately deliver all Work Product (including all work in progress) to Precision in the format requested by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.Precision

Term and Termination. A. This Agreement 10.1 The license hereunder shall be commence upon the Effective Date and shall expire on the [***] anniversary thereof; provided however, that if the effective as date is not the first day of a calendar month then the Term shall expire on the last day of the calendar month in which [***] anniversary of the Effective Date occurs. Notwithstanding the foregoing, the Term shall automatically renew for successive one year periods unless either party provided written notice of termination not less, than [***] prior to the expiration of the then current Term unless sooner terminated pursuant to Section 10.2. 10.2 The license hereunder may be terminated at any time: 10.2.1. By either party in the event of a term breach of one (1) year. This this Agreement will renew automatically at by another party that is susceptible of cure, immediately, upon the end of the initial term for successive one (1) year renewal terms unless a [***] period after written notice is delivered of such breach to the breaching party, if such breach is not cured within the [***] period; provided, however, as long as the breaching party is diligently attempting to cure such breach for such [***] period, such cure period shall be extended by an additional period as may be required to cure such violation, but in no event more than an additional [***]. 10.2.2. By either party, immediately, if the other Party at least party becomes insolvent, makes an assignment for the benefit of its creditors, or becomes the subject of any bankruptcy or insolvency proceedings, and such proceedings are not removed within sixty (60) days prior of their initiation. 10.2.3. By either party, if the other party ceases to do business. 10.2.4. By Licensee, immediately, in the end event Licensee is enjoined from using any of the initial term or the applicable renewal termLicensed Intellectual Property by a court of competent Jurisdiction. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement10.2.5. By Licensee, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Change in Control Of Licensor Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, the term “Change in Control of Licensor Event” shall mean” 10.2.5.1. any person (other than any of the Rich Dad Personalities, or any company owned, directly or indirectly, by the Rich Dad Personalities in substantially the same proportions as their membership interests of Licensor), is or becomes the Owner (as hereinafter defined), directly or indirectly, of membership interests of Licensor representing [***] or more of the membership interests of Licensor; 10.2.5.2. a material breach shall be deemed uncured if cure shall not have been made within thirty merger, consolidation, reorganization, or other business combination of Licensor with any other entity, other than a merger or consolidation which would result in the membership interests of the Rich Dad Personalities existing immediately prior thereto continuing to represent (30either by continuing to exist or by being converted into membership interests or voting securities, as the case may be, of the surviving entity) days following issuance more than [***] of notice the combined membership interests or voting power of the voting securities of Licensor or such surviving entity outstanding immediately after such merger or consolidation; or 10.2.5.3. the members of Licensor approve a plan of complete liquidation of Licensor or the consummation of the sale or disposition by Licensor of all or substantially all of Licensor’s assets other than (x) the sale or disposition of all or substantially all of the assets of Licensor to a person or persons who the Owner, directly or indirectly, of at least [***] or more of the combined membership interests of Licensor at the time of the sale or (y) pursuant to a spin- off type transaction, directly or indirectly, of such assets to the breaching party under members of Licensor. 10.2.5.4. For the purposes of this Section 14.F.10.2.5, the term “Owner” means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) the power to vote, or to direct the voting of such membership interest, or (ii) the power to dispose, or to direct the disposition of, such membership interest. D. Sections 3-610.3 Notwithstanding anything else in this Agreement to the contrary, 8, 9 and 10-14 the Term of this Agreement shall survive termination terminate, without further action of either Licensor or expiration of this Agreement. HoweverLicensee, upon termination by Publisher due to the uncured material breach occurrence of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.a

Term and Termination. A. This Agreement shall be effective as of 4.1 Unless earlier terminated pursuant to this Section 4, the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on shall continue until the part earlier of CLOCKSS(i) three (3) years, CLOCKSS shall have or (ii) the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon completion of the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach Services performed in security or corruption or connection with the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination scope of the Agreement, terminate as adjusted. 4.2 This Agreement may be terminated by either party, upon immediate prior notice, if any post-termination rights of CLOCKSS under the Agreement. For following conditions occur: (A) If the purposes authorization and approval to perform the Study in the United States is withdrawn by Inspire or the FDA; (B) If the emergence of any adverse reaction or side effect with the Product administered or the ORA device employed in the Services is of such magnitude or incidence in the opinion of Inspire to support termination; (C) If a party is in breach of a material term of this AgreementAgreement and, a material upon receipt of written notice of such breach shall be deemed uncured if from the other party, fails to cure shall not have been made such breach within thirty (30) days after said written notice of breach; or (D) If results from a Study do not support continuing with the development of the Product, as determined in Inspire’s sole discretion. 4.3 Inspire shall have the right to terminate this Agreement if any of the following issuance conditions occur: (A) For any reason upon thirty (30) days prior written notice; or (B) Immediately upon written notice if the Start-Up Time (as defined in Exhibit A) exceeds [c.i.]. 4.4 Immediately upon receipt of a notice of termination for the Services by either party, all Investigators shall stop enrolling Study subjects into the current Study and shall cease conducting procedures on Study subjects already enrolled in the Study, to the breaching party under extent medically permissible. 4.5 In the event of termination during the development due to Section 14.F. D. Sections 3-64.2, Section 4.3(B) or Section 8, 9 neither party will be penalized for terminating, but Inspire will pay ORA for the Services provided by ORA for all clinical work approved and 10in progress at the time of termination and any pre-14 approved costs involved in winding down the Study(ies) including non-cancellable contracted obligations to which ORA is bound and which cannot be used with another client of ORA. 4.6 If Inspire terminates this Agreement for any reason other than according to Section 4.2 or Section 4.3(B), either during a Study or within [c.i.] of starting a Study, where a Study plan and schedule has been agreed upon between the parties, Inspire shall pay to ORA the total charge for that Study in full. Note: Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and submitted separately to the Securities and Exchange Commission 4.7 Sections 1.1, 1.3, 1.4, 1.6, 1.7, 1.8, and 1.9 and ▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇, ▇▇, ▇▇, 12, 13, 14, 15, 16, 17 and 18 shall survive expiration or termination of this Agreement. In addition, unless otherwise expressly set forth herein, no expiration or termination of this Agreement shall survive termination have any affect on any other obligation or representation and warranty under this Agreement arising prior to such expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentor termination.

Term and Termination. A. This Agreement shall be effective as of commence on the Effective Date for a term of one (1) year. This Agreement and will renew automatically at remain in force until the end of the initial term for successive one eight (18th) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to calendar week following the end of the initial term Conference (the "Term"), following which this Agreement will end by operation of law, with the exception of the clauses which by their nature should continue to remain in full force and effect. Without affecting any other right or the applicable renewal term. B. Either remedy available to it, at law or in equity, either Party may terminate this Agreement prior to the expiration of the Term, with or without cause on thirty (30) days’ immediate effect, by giving written notice to the other Party. C. Upon termination party: In case of breach by the Sponsor of Clause 12 or expiration 13 of this Agreement, Publisher will have no obligation to pay . In case of material breach or gross negligence by the Annual Fee for subsequent terms and will be other Party of its obligations under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, and only insofar the nature of the breach allows it to be effectively remedied, if there shall be no uncured the breaching party fails to cure such breach within fifteen (15) days after being given notice thereof, provided that such notice sets forth with reasonable specificity the nature of the breach at issue. If a receiver is appointed for the other Party, an assignee is appointed for the benefit of creditor of the other party, the other party files a bankruptcy petition or becomes unable to pay debts as they become due in the ordinary course of business. In case of termination by FTTH due to material breach of this Agreement on the part of CLOCKSSor gross negligence by Sponsor pursuant to Clause 15.2.2 , CLOCKSS FTTH shall have the right to continue retain the Sponsorship Fee in its entirety.. In case of termination by FTTH due to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher Sponsor pursuant to Clause 15.2.1 FTTH shall have the right (i) to withdraw retain the Sponsorship Fee in its Archived Content, entirety; (ii) and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination charge a penalty fee equal to the amount of the Sponsorship Fee due under this Agreement, terminate any post-without prejudice of a possible claim for additional damages. Upon the expiration or termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30i) days following issuance of notice all the rights granted hereunder to the breaching party under Section 14.F. D. Sections 3-6Sponsor shall immediately terminate; and (ii) without prejudice to Clause 10.1, 8, 9 and 10-14 of this Agreement each Party shall survive termination or expiration of this Agreement. However, upon termination by Publisher due immediately return to the uncured material breach other Party any and all Confidential Information of CLOCKSSthe other party in its possession or control, all rights granted to CLOCKSS shall terminateor destroy such Confidential Information, and CLOCKSS shall provide to Publisher proof certifying such destruction through a statement executed by an registered representative of destruction of all Archived Contentsuch Party.

Term and Termination. A. This Agreement shall be effective begin as of the Effective Date for a term of one above date and shall remain in full force and effect until terminated in accordance with this Section 3 (1) yearthe “Term”). This Client may at any time terminate this Agreement will renew automatically at the end of the initial term for successive one and/or any SOW, with or without cause, upon thirty (1) year renewal terms unless written notice is delivered to the other Party at least sixty (6030) days prior written notice to Vendor. In the end event of the initial term any such termination for convenience, Client shall be liable for any authorized work properly performed and any non- cancelable authorized third party costs incurred or the applicable renewal term. B. Either Party committed to prior to such termination, provided that Vendor shall take all commercially reasonable steps to mitigate such third party costs. Vendor may terminate this Agreement with or without cause on thirty upon one hundred eighty (30180) days prior written notice to Client, provided there are no outstanding Services or SOWs. Notwithstanding the foregoing or any other provision herein to the contrary, upon the termination of this Agreement for any reason by either party, Vendor shall continue to perform hereunder until the completion of all outstanding Services and SOW(s), if so requested by Client. This Agreement or any SOW may be terminated by either party upon fifteen (15) days’ prior written notice to the other Party. C. Upon termination or expiration party (identifying the applicable breach in reasonable detail) in the event of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured a material breach of this Agreement on by the other party; unless such breach is cured by the breaching party within fifteen (15) days following receipt of said notice. This Agreement may be terminated by either party immediately upon notice to the other party in the event of (i) the other party becoming insolvent or subject to the direct control of a temporary or permanent liquidator, receiver, trustee or custodian for all or a substantial part of CLOCKSSits assets or business, CLOCKSS shall have (ii) an assignment by the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon other party for the occurrence benefit of creditors, or (iii) the filing by the other party of a Trigger Eventbankruptcy petition or a petition to take advantage of any insolvency laws. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlyIn addition to any other available rights and remedies, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and Client may immediately terminate this Agreement or, if such breach occurs with respect upon notice to surviving obligations of CLOCKSS after termination Vendor that Vendor’s provision of the AgreementServices has resulted in injury to the reputation of Client or any Customer, terminate any post-or in the event of Vendor’s breach of its confidentiality or data security obligations hereunder. Upon termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach Vendor shall be deemed uncured if cure shall promptly deliver all completed or partially completed Client Content to Client (including without limitation any underlying data upon which such Client Content is based) and refund to Client any amounts previously paid by Client to Vendor for Services not have been made within thirty (30) days following issuance yet rendered as of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentdate.

Term and Termination. A. 7.1 This Agreement shall be effective as will commence on the Effective Date and will expire on the fifth (5th) anniversary of the Effective Date unless earlier terminated in accordance with this Agreement, or unless extended in accordance with the following sentence. Any Work Order, the duration of which extends beyond the expiration or termination of this Agreement, will continue to be performed for the term of such Work Order, and will continue to be governed by the terms of this Agreement, which terms shall remain in effect beyond the expiration or termination of this Agreement solely with respect to such Work Order. 7.2 Either party to this Agreement and/or any individual Work Order(s) may immediately terminate this Agreement and/or such individual Work Order(s), and/or PAREXEL may suspend performance of Services, for a term material breach of one (1) year. This this Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termWork Order(s) by the other party (the “Breaching Party”), if the Breaching Party fails to cure such material breach within [*] (or [*] for payment breaches) after receipt of written notice specifying in reasonable detail the nature of such material breach. B. 7.3 Either Party party to this Agreement and/or any individual Work Order(s) may terminate this Agreement with or without cause on thirty (30) days’ and/or such individual Work Order upon [*] written notice to the other Partyparty upon the happening of any of the following events: (a) PAREXEL may terminate any individual Work Order(s) if PAREXEL reasonably believes, based on documented serious adverse events in a Study, that continuation of the Services under the applicable Work Order(s) would pose a serious safety risk to the health and/or wellbeing of a Project participant in violation of Applicable Law, (b) if any certificate, authorization, approval or exemption from a Regulatory Authority required for the conduct of the Services is revoked, suspended, or expires without renewal, (c) if such party is of the reasonable opinion that the continuation of the Services would be in violation of Applicable Law, or (d) upon the other party’s becoming insolvent and/or unable to pay all material debts when due, including without limitation if the other party files a petition in bankruptcy, or enters into an agreement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the benefit of creditors, or suffers or permits the entry of any order adjudicating it to be bankrupt or insolvent. C. Upon termination or expiration of 7.4 Client may terminate this Agreement, Publisher will have no obligation Agreement and/or any individual Work Order(s) without cause upon [*] prior written notice to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived ContentPAREXEL. Except as otherwise provided [*] = Certain confidential information contained in this Agreementdocument, if there shall be no uncured material breach marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.5 Upon receipt of notice of termination of this Agreement on and/or any Work Order(s) by a party to this Agreement or such Work Order: (a) in compliance with Applicable Laws and with due care for the part safety of CLOCKSSStudy subjects, CLOCKSS shall have the right parties will cooperate to continue establish a reasonable and mutually acceptable wind-down plan for Services, and PAREXEL will, as soon as reasonably practicable, discontinue providing the applicable Services, except to preserve any Archived Content received from Publisher and the extent reasonably required to release such Archived Content upon the occurrence of safely close out a Trigger Event. If there shall be an uncured material breach by CLOCKSS Project (such as by way of example only, a material breach in security or corruption or the stored files“Closeout Services”), Publisher shall have and (b) PAREXEL will terminate existing third party obligations to the right to withdraw its Archived Content, extent practicable and terminate cancelable. Upon expiration and/or termination of this Agreement orand/or any Work Order, if such breach occurs Client will pay PAREXEL for, or PAREXEL will apply any remaining advance payments to, all mutually agreed and undisputed (1) Services, (2) non-cancelable costs and (3) all Pass-Through Expenses actually incurred by PAREXEL up to and including the completion of Closeout Services, provided that in no event will Client be obligated to pay Pass-Through Expenses exceeding those set forth in a budget established in accordance with the applicable Work Order. Thereafter, any final payment still owed to PAREXEL, or any refund due Client (including with respect to surviving obligations of CLOCKSS after termination any unused advance, Site fees, Pass-Through Expenses or other third party costs advanced by Client), pursuant to this Section, will be made by Client or PAREXEL, as applicable, within [*] of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30final reconciliation invoice(s) days following issuance of notice to the breaching party under Section 14.F.from PAREXEL. D. Sections 3-6, 8, 9 and 10-14 7.6 Termination of this Agreement or of a Work Order for any reason shall survive termination not affect the rights of the parties that have accrued on or expiration before termination. Termination of one or more Work Order(s) shall not affect any other Work Order or this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This 7.1 The initial term of this Agreement is set out in the Appendix A (the “Initial Service Period”). 7.2 Following the expiry of the Initial Service Period, this Agreement shall be effective as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end for additional consecutive terms of the initial term for successive one twelve months each (1each, a “Subsequent Service Period”) year renewal terms unless written notice is delivered to either party notifies the other Party party in writing at least sixty ninety (6090) calendar days prior to the end expiry of the initial Initial Service Period or current Subsequent Service Period, as applicable, that it does not wish to renew upon expiry of the Initial Service Period or current Subsequent Service Period, as applicable, in which case this Agreement (and all Subscriptions under this Agreement) shall terminate upon the expiry of such period. For the avoidance of doubt, in the event that Client terminates this Agreement in accordance with this Clause 7.2, upon the expiry of the Initial Service Period or any Subsequent Service Period, Client shall not be liable for any Cancellation Fee in relation to the Subscriptions that terminate at the same time. 7.3 In the event of any material breach of any term or provision of this Agreement by either party, the applicable renewal term. B. Either Party non-breaching party may terminate this Agreement by written notice if the breaching party fails to cure the breach within 30 days of receiving written notice of such breach from the non- breaching party; provided, however, that if such breach is incapable of being rectified, the non- breaching party may terminate the Agreement by giving 30 days written notice to the breaching party. 7.4 Client may, at any time, terminate this Agreement for the Client’s convenience and without liability, except for any applicable Cancellation Fee, by providing 90 days written notice. Upon receipt of written notice from Client of such termination for Client’s convenience, PA shall cease operations as directed by Client and, except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders, and enter into no further subcontracts or purchase orders. PA shall be entitled to receive payment for work executed, and costs incurred by reason of such termination, in accordance with the applicable SOW or without cause on thirty as otherwise agreed in writing by the parties. 7.5 Upon expiry or termination of this Agreement, Client must (30within 30 days of expiry or termination) days’ deliver to PA any Confidential Information of PA in Client’s possession or, if requested by PA destroy or erase all copies of the same. Any Confidential Information of Client in PA’s possession will be returned to Client or, if requested by Client, PA will destroy or erase all copies of the same. 7.6 Either party may terminate this Agreement immediately upon written notice to the other Partyparty if the other party becomes insolvent or is the subject of a proceeding in bankruptcy, is placed in receivership, or enters into an arrangement for the benefit of its creditors. C. Upon termination 7.7 Client shall be responsible for payment of all Services rendered prior to the effective date of termination. 7.8 PA may terminate this Agreement immediately with written notice if any invoice is unpaid for a period greater than 30 days following its due date. This Clause 7.8 shall not apply in the event that any unpaid amount is subject to an ongoing dispute in good faith between the parties. 7.9 PA reserves the right to suspend the provision of Services if the Client engages any other party for the same or expiration substantially the same Services provided by PA in terms of this Agreement. 7.10 Upon expiry or termination of a Subscription for a Cloud Platform, Publisher will have no obligation Client may request PA deliver to pay the Annual Fee for subsequent terms and Client an extraction of any Client Data within 30 working days of expiry or termination. Any Professional Services associated with extraction, preparation or delivery of Client Data will be under no obligation to continue to make Content available for archiving as Archived Content. Except as charged on a time and materials basis unless otherwise provided agreed in this Agreement, if there shall be no uncured material breach of this Agreement on writing or set out in the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentapplicable SOW.

Term and Termination. A. 13.1 This Agreement shall be effective as of come into force on the Effective Date for a term of one (1) year. This Agreement will renew automatically at and, unless terminated earlier as provided in this Clause 13, shall expire upon the end completion of the initial term for successive one Feasibility Studies as per Clause 7.1. 13.2 Ophthotech may terminate this Agreement or a Feasibility Study (1including any portion thereof) year renewal terms unless at any time upon delivery of thirty (30) days prior written notice to Midatech. 13.3 Midatech may terminate this Agreement with respect to a Feasibility Study at any time upon delivery of thirty (30) days prior written notice to Ophthotech, if, in Midatech’s scientific opinion, it is delivered unable to progress with such Feasibility Study in accordance with the relevant Work Plan. 13.4 Each Party shall have the right to terminate this Agreement immediately in the event of any of the following: (i) the other Party at least sixty becomes insolvent or unable to pay its debts as they become due; (60ii) the other Party makes an assignment of all or substantially all of its assets for the benefit of its creditors, if a receiver, trustee, liquidator or sequestrator of all or substantially all of a Party’s assets is appointed, or if a party discontinues its business; or (iii) the other Party (A) files a voluntary petition in bankruptcy under the United States Bankruptcy Code or any comparable foreign law or (B) has an involuntary bankruptcy petition filed against it, which is not dismissed within ninety (90) days prior to after the end of the initial term or the applicable renewal termfiling date. B. Either 13.5 Each Party may terminate this Agreement with or without cause on thirty (30) days’ days written notice to in the event of a material breach or default in the performance of this Agreement by the other Party, provided, however, that such termination shall not take effect if the Party in breach or default cures such breach or default to the satisfaction of the terminating Party within the thirty (30) day notice period. C. 13.6 Any termination of this Agreement shall not affect any accrued rights or liabilities of any Party. 13.7 Upon termination or expiration of this Agreement: 13.7.1 Midatech shall promptly refrain from using the Intellectual Property of Ophthotech and the Confidential lnformation of Ophthotech; 13.7.2 Ophthotech shall promptly refrain from using the Intellectual Property of Midatech and the Confidential lnformation of Midatech; 13.7.3 Midatech shall destroy or return to Ophthotech, Publisher will have no obligation as per Ophthotech’s request and at Ophthotech’s expense, any remaining Compound or Compound-related information provided by Ophthotech which remains in Midatech’s possession. 13.7.4 Each Party shall promptly return to pay the Annual Fee for subsequent terms other Party at other Party’s request and will be expense, all documents containing Confidential lnformation of other Party or any other items put at the other Party’s disposal under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part (including, but not limited to, any notes and summaries, print-outs or copies of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach information stored in security electronic or corruption or the stored filescomputerized systems), Publisher except for one copy of each document to be retained by the receiving Party in a confidential central file for archival purposes and as required by law or applicable regulation; 13.7.5 Midatech shall promptly deliver to Ophthotech, at Ophthotech’s request and expense, all Results and Deliverables in Midatech’s possession or control to the extent not previously delivered to Ophthotech; and 13.7.6 Midatech shall refund any then-refundable Fees that have been paid hereunder other than, reasonable non-cancellable obligations properly incurred to perform the right Feasibility Studies pursuant to withdraw its Archived Content, and terminate this Agreement orprior to receipt of notice of termination; provided that Midatech shall use reasonable efforts to mitigate such costs. In the event this Agreement is terminated by Ophthotech pursuant to Clause 13.5, if such breach occurs with respect to surviving the exclusion of non-cancellable obligations of CLOCKSS after termination of from Midatech’s refund obligation provided for in the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure foregoing sentence shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F.apply. D. Sections 3-613.7.7 Clauses 4.2, 84.6, 9 8.3, 8.4, 8.5, 8.8 – 8.12, 9.3 – 9.7, 10.1, 10.2, 11, 12, 13.7 and 10-14 of this Agreement – 22 shall survive the termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. This Agreement shall become effective on the date of execution and continue for twenty four (24) months, as may be effective as extended by written agreement of the Effective Date parties, unless earlier terminated pursuant to the terms of this Agreement. (i) Either party may terminate this Agreement or suspend any of its obligations hereunder in the event the other party commits breach of this Agreement, including Exhibit A, and fails to cure such breach within 30 days from the date the defaulting party is notified of such breach in writing, provided, however, that except for defaults under clause (ii) below, if the breach is not reasonably capable of being cured in 30 days but the breaching party has commenced good faith efforts at a term of one cure, then such cure period shall be extended for an additional 30 days period. (1ii) year. This Agreement will renew automatically at In additional to Exhibit A criteria, the end following shall also constitute grounds for declaring a material breach by GSP (except for any failures pursuant to Section 11 below): Average time to repair for GSP circuit failures exceeds 4 hours per failure for the preceding 10 circuit failures on a rolling basis (but excluding the highest and lowest repair times of the initial term 10 for successive one the purpose of such computation; or GSP circuit failures exceed ten (110) year renewal terms unless percent of total installed circuits in any given 30 day period. The foregoing two service level failures shall be deemed cured within the 30-day cure period solely if the applicable criteria is met for 30 consecutive days in the 60 day period following BAIS's declaration of a material breach. C. Either party may terminate this Agreement at any time by giving written notice is delivered notice, effective immediately, if the other party make an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to the other Party at least bankruptcy laws. D. Upon sixty (60) days prior written notice to the end GSP, BAIS may alter any component of the initial term Global Service Provider Service Requirements documents (hereinafter "Requirements"), attached hereto as Exhibit A, that in BAIS's discretion is necessary to maintain BAIS as an industry leader in the Internet access business by either meeting generally recurring customer requirements or achieving bona fide operational objectives. Notwithstanding paragraph B above, if GSP does not comply with any changes to Exhibit A within sixty (60) days of written notification by BAIS, GSP shall be deemed to be in breach of this Agreement; provided however that BAIS shall not have the applicable renewal term. B. Either Party may right to terminate this Agreement with or without cause on unless and until such breach has continued for a period of ninety days after GSP has received written notice of breach by BAIS; and provided further, that if GSP has commenced good faith efforts to remedy such breach within such ninety day period, then such ninety-day period shall be extended by an additional thirty (30) days’ written notice to day period. If such breach is continuing at the other Party. C. Upon termination or expiration end of this Agreementsuch thirty (30) day period, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS then BAIS shall have the right to continue to preserve terminate or suspend the services provided hereunder. E. Upon the expiration or earlier termination of this Agreement except for any Archived Content received from Publisher and to release such Archived Content upon the occurrence of reason except a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived ContentBAIS, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination the failure of the Agreementparties to renew such agreement in the case of an expiration, terminate any post-termination rights GSP agrees to cooperate in making an orderly and seamless transition of CLOCKSS under BAIS end users off of the Agreement. For GSP Services to another GSP service provider; provided that in the purposes event of this Agreementan expiration, a material breach GSP shall be deemed uncured if cure entitled to, and BAIS shall not have been made within thirty (30) days following issuance compel GSP to cease, continue providing GSP services to BAIS end users as necessary to complete the terms of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination any dedicated access or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentweb hosting contracts extending beyond such expiration.

Term and Termination. A. This 9.1. The term of this Agreement shall be effective as of begin on the Effective Date and provided that the first delivery of the Product under this Agreement shall occur on March 31, 2010, or earlier, and unless previously terminated as hereinafter set forth, shall remain in force for a term period of one (1) yearten Years beginning with the First Shipment Date. This Agreement will renew automatically TIANWEI Initials & Date A▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ Initials & Date DS August 4, 2008 9.2. Each Party may, at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ its discretion, upon written notice to the other Party., and in addition to its rights and remedies provided under this Agreement or any other agreement executed in connection with this Agreement and at law or in equity, terminate this Agreement in the event of any of the following: C. 9.2.1. Upon termination or expiration a material breach of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other Party of any material provision in this Agreement, and failure of the other Party to cure such material breach within [*] days after written notice thereof; provided, however, that such cure period shall not modify or extend the [*] cure period for HOKU’s delivery obligations pursuant to Section 3.3 above; and provided, further that such [*] day cure period shall not apply to TIANWEI’s failure to make any payment to HOKU pursuant to this Agreement. In the event of TIANWEI’s failure to make payment on the [*] payment terms set forth in Section 5.6 hereof, termination by HOKU shall require the issuance of a written notice of default containing the threat of immediate termination if there shall be no uncured payment is not made within an additional grace period of not less than [*] business days. For purposes of this Section 9.2.1, a “material breach” means a monthly shipment which is delayed beyond [*] days, a payment default or any other material breach of this Agreement which materially and adversely affects a Party or which occurs on multiple occasions. 9.2.2. Upon the part voluntary or involuntary initiation of CLOCKSSbankruptcy or insolvency proceedings against the other Party; provided, CLOCKSS that for an involuntary bankruptcy or insolvency proceeding, the Party subject to the proceeding shall have [*] working days within which to dissolve the proceeding or demonstrate to the terminating Party’s satisfaction the lack of grounds for the initiation of such proceeding; 9.2.3. If the other Party (i) becomes unable, or admits in writing its inability, to pay its debts generally as they mature, (ii) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or 9.2.4. In accordance with the provisions of Section 12 (Force Majeure) below; provided, however, that TIANWEI may not terminate this Agreement pursuant to Section 12 if HOKU is supplying Products to TIANWEI pursuant to Section 3.2 of this Agreement. 9.2.5. Without limiting the foregoing, TIANWEI shall have the right to continue terminate this Agreement if (A) HOKU does not deliver the Officer’s Certificate pursuant to preserve any Archived Content received from Publisher and to release such Archived Content upon Section 13.3 below by the occurrence of a Trigger Eventdate specified therein, or (B) the First Shipment Date does not occur on or before March 31, 2010. 9.3. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher HOKU shall have the right to withdraw its Archived Content, and terminate this Agreement orif (A) on or before the fifteenth (15th) calendar day after the Effective Date, if such breach occurs TIANWEI has failed to pay the Initial Deposit; (B) on or before the thirtieth (30th) day after the Effective Date, TIANWEI has failed to provide the Standby Letter of Credit, in which case, HOKU shall be entitled to retain the Initial Deposit as liquidated damages; (C) on or before November 15, 2008, TIANWEI and the Issuing Bank have failed to pay the Second Deposit, in which case HOKU shall retain the Initial Deposit as liquidated damages; (D) on or before January 15, 2009, TIANWEI and the Issuing Bank have failed to pay the Third Deposit, in which case HOKU shall retain the Initial Deposit and the Second Deposit as liquidated damages; or (E) TIANWEI and the Issuing Bank have failed to pay the Fourth Deposit in accordance with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes Section 5.4 of this Agreement, a material breach in which case HOKU shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to retain the breaching party under Section 14.F.Initial Deposit, the Second Deposit and the Third Deposit as liquidated damages. D. Sections 3-6, 8, 9 and 10-14 9.4. Upon the expiration or termination of this Agreement howsoever arising, the following Sections shall survive such expiration or termination: Sections 1 (Definitions); Section 7 (Product Quality Guarantee), Section 8 (Inspection and Return Goods Policy); Section 9 (Term and Termination); Section 10 (Liability); Section 11 (Liquidated Damages); and Section 14 (General Provisions). TIANWEI Initials & Date A▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ Initials & Date DS August 4, 2008 9.5. If TIANWEI terminates this Agreement pursuant to Section 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.5 or 12 then any funds remaining on the Total Deposit on such date of termination or expiration of this Agreement. However, upon termination by Publisher due shall be returned to the uncured TIANWEI; provided however that if TIANWEI is in material breach of CLOCKSSthis Agreement at the time it terminates this Agreement, all rights granted then HOKU shall not be required to CLOCKSS repay any remaining amount of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless TIANWEI cures such breach within the applicable cure period) or TIANWEI’s other outstanding and unpaid obligations hereunder (including, without limitation, obligations under Section 11). 9.6. If HOKU terminates this Agreement pursuant to Section 9.2.1, 9.2.2, 9.2.3, 9.2.4, or 12 then HOKU shall terminatebe entitled to retain the Total Deposit including any funds remaining on the Total Deposit on such date of termination in accordance with Section 11. “Funds remaining” on the Total Deposit are funds not applied against TIANWEI’s purchase of Product, pursuant to Section 5.6 above, for Product actually shipped to TIANWEI hereunder. 9.7. If TIANWEI terminates this Agreement pursuant to Section 9.2.1 due to HOKU’s breach of Section 3.4, then [*]% of the funds remaining on the Total Deposit on such date of termination shall be returned to TIANWEI within [*] calendar days, with any late payment accruing interest pursuant to Section 5.8 above; provided however that if TIANWEI is in material breach of this Agreement at the time it terminates this Agreement, then HOKU shall not be required to repay any portion of the Total Deposit up to the amounts of HOKU’s direct loss from such material breach (unless TIANWEI cures such breach within the applicable cure period) or TIANWEI’s other outstanding and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentunpaid obligations hereunder (including, without limitation, obligations under Section 11).

Term and Termination. A. 4.1 This Agreement and the license hereby granted shall be effective as of commence on the Effective Date for a term of one and shall remain in full force and effect during the twelve (112) year. This Agreement will renew automatically at full months following the end of the initial term for successive one (1) year renewal terms Effective Date unless written notice is delivered to the other Party at least sixty (60) days extended or terminated prior to such date pursuant to this Section (as extended or otherwise modified, the end "Term"). The Term shall terminate automatically without notice at 11:59 P.M. on the last day of such 12th month, provided, however, that the initial term or Parties may extend the applicable renewal termTerm by mutual written agreement. B. Either Party 4.2 PFI and RF may terminate this Agreement with or without for cause on thirty (30) days’ written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured upon any material breach of this Agreement on by the part other Party as provided in this Section 4.2. In the event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate of this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS by on Party under the Agreement. For the purposes terms of this Agreement, a the other Party shall deliver written notice to the allegedly defaulting Party specifying in detail the nature of such material breach. In the event such defaulting Party fails to cure such material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance the delivery of such notice if such breach is not solely caused by the non-payment of fees and expenses under this Agreement, or five (5) business days following the delivery of such notice if such breach results from the non-payment of any fees or expenses under this Agreement, the non-defaulting Party may immediately elect to terminate this Agreement. Additionally, either PFI or RF may terminate this Agreement immediately on written notice to the breaching party under Section 14.F.other Party upon the occurrence of any of the following: D. Sections 34.2.1 The insolvency of the other Party; 4.2.2 The institution of any proceeding or arrangement by or against the other Party relating to or in the nature of a bankruptcy, insolvency or assignment for the benefit of creditors, which proceeding or arrangement is consented to by such Party or is not dismissed or discontinued within forty-6five (45) days after the institution of such proceeding or arrangement; or 4.2.3 the making of any assignment for the benefit of creditors or the appointment of a receiver of or for the other Party or of or for all or substantially all of the business, 8assets or properties of the other Party. 4.3 Notwithstanding any provision to the contrary in this Section, 9 and 10-14 of this Agreement and the license granted hereby shall survive termination continue after the end of the Term with respect to any Product in transit from PFI's warehouse. Promptly after the end of the Term, PFI shall return all Products then held by PFI to RF or expiration of this Agreement. Howeverany other party designated by RF, upon termination by Publisher due at RF's expense, including all labor and other internal costs at standard hourly rates and all freight and other out-of-pocket costs with respect to the uncured material breach organization and transfer of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentsuch Products.

Term and Termination. A. 21.1 This Agreement shall be become effective as on the effective date hereof, and shall continue for a Term extending for three (3) years thereafter, unless extended or earlier terminated pursuant to this Section. Upon expiration of the Effective Date Term, this Agreement shall automatically renew for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive subsequent one (1) year renewal Terms under the same terms and conditions, unless written notice is delivered terminated pursuant to the other Party at least sixty (60) days prior to the end terms of the initial term or the applicable renewal termthis Section. B. Either Party 21.2 Vivid and Gilardoni may at any time mutually agree in writing to terminate this Agreement. 21.3 After two (2) years following the Effective Date, and at any time during any renewal Term of this Agreement, either party may terminate this Agreement with or without cause on thirty three- hundred sixty-five (30365) days’ days advance written notice to the other Partyparty for any reason or for no reason. C. 21.4 Either party may terminate this Agreement for material default of the other party, effective 30 days following notice to the defaulting party, unless within said 30 days the party receiving said notice takes all reasonable steps to remedy the default, and shall fully remedy said default within 90 days of said notice. If the receiving party does not so fully remedy said default within 90 days of said notice, termination shall become effective without further notice or other action by the terminating party. 21.5 Either party may terminate this Agreement, effective immediately upon notice, in the event that: (a) proceedings are instituted by the other party in bankruptcy, reorganization, receivership, or dissolution; or (b) proceedings are instituted against the other party in bankruptcy, reorganization, or receivership, or dissolution and such proceedings have not been dismissed or otherwise terminated within 60 days following the date they were initiated; or (c) if the other party makes an assignment for the benefit of creditors. 21.6 Upon termination or expiration of this AgreementAgreement for any reason, Publisher will neither party shall have no any obligation or liability to pay the Annual Fee other or to any employee, agent or representative of the other for subsequent terms and will be any damages, indemnification, expenditures, loss of profits or prospective profits of any kind, sustained or alleged to have been sustained or arising out of such expiration or termination (not including any claim for monies due under no obligation to continue to make Content available this Agreement for archiving as Archived Content. Except as otherwise provided in this Agreementgoods purchased, if there shall be no uncured material or for damages resulting from breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes term of this Agreement), a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance both parties hereby irrevocably waiving any such rights granted by the laws of notice to their respective countries or of any other jurisdiction. Both parties hereby covenant and agree that they will bring no action or proceeding of any nature whatsoever in any court, before any tribunal, or under any arbitration proceeding provided for herein, seeking or claiming any such damages, indemnification, expenditures, loss of profits or prospective profits. Each party recognizes and acknowledges that the breaching other party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of is entering into this Agreement shall survive termination in reliance upon and in consideration of the agreements and covenants contained herein. Each party hereby indemnifies and holds harmless the other party from and against any claim, cost, damages and liability whatsoever asserted by either party or expiration any subdistributor, employee, agent, or representative thereof under any applicable termination, labor, franchise, social security, or similar laws or regulations of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentany jurisdiction.

Term and Termination. A. 3.1 This Agreement shall be effective as commence on the date of Account Activation and, subject to the remainder of this clause 3, shall continue for the Initial Term. On expiry of the Effective Date Initial Term, this Agreement shall continue for a term of one successive Subscription Periods unless and until (1i) year. This Agreement will renew automatically at Customer gives thirty (30) days written notice to Egress that it wishes to terminate the end Agreement, such termination to take effect on expiry of the initial term for successive one then current Subscription Period; or (1ii) year renewal terms unless written notice is delivered the Customer fails to pay the other Party at least sixty (60) days prior relevant Subscription Charges. For the avoidance of doubt, Customer shall not be entitled to cease paying the end of Subscription Charges during the initial term or the applicable renewal termInitial Term. B. 3.2 Either Party party may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party.party in the event that the other party: C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured 3.2.1 commits any material breach of its obligations under this Agreement on and fails to remedy the same within five (5) working days of written notice to do so; 3.2.2 has a receiver or administrator appointed over the whole or any substantial part of CLOCKSSits business or assets, CLOCKSS shall have or if any order is made or a resolution is passed for its winding up (other than for the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence purpose of a Trigger Event. If there bona fide amalgamation or reconstruction of a solvent company). 3.3 Upon termination of this Agreement for any reason Egress shall be cease provision of the Services to the Customer and the Customer shall immediately cease all use of the Services provided that if the Service Type being provided by Egress is the Fully Hosted Infrastructure (as described in Annex A) with local encryption, then in the event that this Agreement is terminated by Customer pursuant to clause 3.2, Egress shall provide the Customer with an uncured material breach by CLOCKSS exported file containing the Encryption Keys necessary to enable the Customer to decrypt the Encrypted Data. 3.4 Clauses 1, 3.3, 5 (such as by way to the extent of example only, a material breach in security or corruption or the stored filesany unpaid Subscription Charges), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 10 shall survive the termination of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenthowever arising.

Term and Termination. A. 12.1 This Agreement shall be effective as of commences on the Effective Date and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. 12.2 Subscriptions commence on the start date specified in the applicable Addendum and continue for a the subscription term specified therein. Except as otherwise specified in the applicable Addendum, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of one non-renewal at least ninety (190) year. This Agreement will renew automatically at days before the end of the initial relevant subscription term. 12.3 The pricing during any automatic renewal term for successive one (1) year renewal terms unless will be based upon the then current information of the computing systems where the EPI-USE Products are used and the then current list price of the Services. EPI-USE Labs shall give Client written notice is delivered to the other Party of a pricing increase at least sixty (60) 30 days prior to before the end of such prior term, in which case the initial term or the applicable pricing increase shall be effective upon renewal termand thereafter. B. 12.4 Either Party party may terminate this Agreement with in the event of the occurrence of any of the following termination events or without cause on thirty (30) days’ written notice if such termination is provided for elsewhere in the Agreement. The right to terminate is not exclusive and will not detract from any other rights that an aggrieved party may have. 12.4.1 The other party or any of its employees commits a breach of any obligation under this Agreement and fails to remedy such breach to the other Partynotifying party's reasonable satisfaction within 30 days of receipt after it demands that such breach be remedied. C. Upon termination 12.4.2 Either party ceases to conduct business, is declared insolvent, or expiration makes a general assignment for the benefit of its creditors, or a petition for bankruptcy filed by or against it and such petition is not dismissed within 90 days thereafter. 12.4.3 Either party has a material change in its ownership structure such that "voting control" is held by a new person or entity, and the new person or entity is not willing to abide by the terms of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach 12.5 Upon termination of this Agreement on the part of CLOCKSSfor any reason: 12.5.1 All Addenda and any subscription, CLOCKSS license or sublicense granted pursuant to this Agreement shall have the right to continue to preserve any Archived Content received from Publisher automatically and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example onlysimultaneously terminate; 12.5.2 Client, a material breach in security or corruption or the stored files)its employees, Publisher shall have the right to withdraw its Archived ContentClient Affiliates, and terminate its Client Contractors shall immediately discontinue the use of the EPI-USE Products and any other confidential information and return all copies of the same to EPI- USE Labs or otherwise provide EPI-USE Labs with satisfactory evidence of their destruction in the form of an affidavit; and 12.5.3 Any remaining unpaid Fees, and Additional Costs shall become immediately due and payable to EPI-USE Labs. 12.6 All clauses which by their nature survive termination of this Agreement oror which must survive to provide the full intended benefit thereof, if such breach occurs with respect to surviving obligations of CLOCKSS after including without limitation clauses 10, 11, 12.5, 13 and 14, shall survive termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.

Term and Termination. A. (a) This Agreement shall be become effective as of the Effective Date Date, shall continue in effect for a an initial term of one ending three (3) years from the Effective Date, and shall automatically renew for (1) year. This Agreement will renew automatically at the end of the initial term for successive one years terms and continue in effect until terminated by either Party upon thirty (130) year renewal terms unless days' prior written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal final term. B. (b) Either Party may terminate this Agreement with without the prior written notice (i) if the other Party becomes insolvent, makes an assignment for the benefit of creditors or without cause on thirty files a petition for reorganization under bankruptcy law; (30ii) days’ written if a petition in bankruptcy is filed by or against the other Party and not dismissed within sixty (60) days thereafter; or (iii) if the other Party is in breach of a material term or provision of this Agreement and such material breach or default is not cured within ten (10) days after the other Party receives notice of such breach or default. Any such termination shall not affect or cancel any of companies' duties or obligations to provide service to the other Partyend users that had previously purchased cards prior to such termination, nor companies’ obligation to continue paying residual compensation/commission to distributor for such end users cards, or obligations of the Parties hereto under this Agreement. C. Upon (c) On termination of this Agreement by either Party for any reason whatsoever, Distributor shall promptly cease marketing, distributing or expiration selling any Cards purchased from the Company. (d) Distributor further agrees that on termination of this Agreement by either Party for any reason whatsoever, Distributor shall discontinue the use of the Company's trade names, trademarks, labels, copyrights and other advertising media and shall remove all sign and displays relating thereto; and, in the event of failure to do so, the Company may itself remove such articles at Distributor's expense. (e) Notwithstanding any termination of this Agreement, Publisher the Company will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on provide the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs Services set forth herein with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not Cards that already have been made within thirty sold by Distributor to customers and or unaffiliated third parties (30define 'unaffiliated third party'). In such event, Distributor shall provide substantiation to the Company that such Cards have been sold to unaffiliated third parties Funds previously credited to an End-User's Account, and not previously accessed by the End-User shall continue to be available to the End-User. (t) days following issuance of If the Company does not meet its obligations set forth in the contract, the Distributor has the ability to re-issue cards. The Distributor must give the Company 30 day written notice to correct the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due unsatisfied issues related to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentcard program.

Term and Termination. A. 13.1 This Agreement shall be effective for five years from the effective date as of the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal termset forth in this Agreement. B. 13.2 Either Party party may terminate this Agreement with or without cause on thirty (30) days’ written notice prior to the other Party. C. Upon termination or expiration of the term for material breach of this Agreement, Publisher provided such breach is not cured as set forth below. 13.3 If either party believes that the other has materially breached the agreement, then the party alleging the breach shall give the other 15 days written notice setting forth the nature of the claimed breach and confirming the intent to terminate. The party claimed to be in breach will then have 15 days to cure the condition which constitutes the alleged material breach of the contract, or demonstrate that no obligation breach exists. If the party in breach fails to pay correct the Annual Fee breach or demonstrate no breach exists, the agreement will terminate upon two days written notice. 13.4 The Owner may, at any time, terminate this Agreement for subsequent terms the Owner’s convenience without cause upon 30 days written notice. In the event the Owner terminates this Agreement for convenience, SEH D|B shall: 13.4.1 Cease operations as directed by the Owner in its notice; 13.4.2 Take actions as necessary or as the Owner may direct for the protection and will preservation of the Work; and 13.4.3 Except for work directed to be under performed prior to the effective date of the termination for convenience, terminate all existing subcontracts and purchase orders, and enter in to no obligation further subcontracts and purchase orders. 13.4.4 Determine the total amount due for services performed prior to continue the effective date of the termination for convenience. 13.5 In the event of termination for convenience by the Owner, SEH D|B shall be entitled to make Content available receive payment for archiving as Archived Content. Except as otherwise provided in all Work executed per this Agreement, if there shall be no uncured material breach and any Work Orders or Change Orders. 13.6 In the event of termination for cause prior to the expiration of the term of this Agreement on or any Work Order, Owner shall pay to SEH D|B the part of CLOCKSS, CLOCKSS shall have remaining amount due for the right to continue to preserve any Archived Content received from Publisher Work performed and to release such Archived Content upon the occurrence of a Trigger Event. If there all claims shall be an uncured material breach resolved as set forth in the applicable Work Order. Such payment shall be due within 30 days of termination. Payments not received by CLOCKSS (such as by way the last day of example only, the month shall be overdue and will accrue interest at a material breach in security or corruption rate of 1.5% per month or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination maximum rate allowed by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentlaw which ever is less.

Term and Termination. A. 13.1 This Agreement shall be effective as of commence on the Effective Date set forth on the Insertion Order and shall continue in force and effect thereafter unless terminated by either party, in accordance with Section 13.2 below (the “Term”). 13.2 This Agreement may be terminated in accordance with any of the following provisions: 13.2.1 Either party may terminate this Agreement, for any reason and without liability, upon providing the other party with forty eight (48) hours’ prior written notice; 13.2.2 Either party may immediately terminate the Agreement: (a) if the other party breaches any of its obligations, representations and/or warranties set forth in this Agreement and fails to cure such breach within twenty four (24) hours from receipt of a written notice thereof; or (b) if the other party engages in any of the acts prohibited by the Agreement and fails to cure such breach within twenty four (24) hours from receipt of a written notice thereof. 13.2.3 We may immediately terminate this Agreement, by providing you with a written notice, if: (a) you engage in any action that, in our sole discretion, reflects poorly on IronSource Display or otherwise disparages or devalues IronSource Display's reputation or goodwill; (b) you have engaged in any activity set forth in the IronSource Display Guidelines or breached or breaches the terms of Section 6 on more than two separate occasions not withstanding a cure of each such occasion; (c) we determine, at our reasonable judgment, that we cannot continue providing the Platforms to you in accordance with the terms set forth herein; or (d) by written notice to you, if you become insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding, or have a trustee, administrator or receiver appointed for a term material portion of one (1) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice your business or assets or have any petition under bankruptcy, insolvency or administration law filed against you, which petition is delivered to the other Party at least not dismissed is not dismissed within sixty (60) days prior of such filing. If you become subject to the end any of the initial term events described in this Section 13.2.2, then you shall promptly notify us about the occurrence of such an event, in writing;; and 13.3 Upon termination of the Agreement, for any reason: (a) all rights and licenses granted herein shall terminate immediately; (b) your right to use the Platforms or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty any part thereof shall cease immediately; and (30c) days’ written notice each party shall promptly return to the other Partyparty, or destroy and/or delete and certify the destruction of any and all of such party’s confidential information. C. Upon 13.4 Following the termination or expiration of this Agreement, Publisher any provisions of this Agreement that in order to fulfill their purpose need to survive the termination of the Agreement (including Sections 1, 8, 9, 11, 12, 14 and this Section 13.4), shall survive. 13.5 You acknowledge and agree that: (a) we will not be liable to you or any other person or entity for damages resulting from the termination of this Agreement, and (b) following the termination of this Agreement, we will have no obligation to pay maintain any information stored in its data centers related to you or any other person or entity related to you, the Annual Fee for subsequent terms and will be under no obligation Platforms and/or any Services or features provided herein or to continue provide any information to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve you or any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentother person.

Term and Termination. A. 24.1 This Agreement will end on completion of the Services set forth herein or under the last Purchase Order placed within five (5) years from the Effective Date. This Agreement shall be effective as of automatically continue after the Effective Date for a term of one (1) year. This Agreement will renew automatically at the end of the initial term Initial Term for successive one terms of two (12) year renewal terms years each unless written notice is delivered to the other either Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ gives written notice to the other PartyParty of its intention to terminate this agreement giving twenty-four (24) months’ notice. C. Upon termination 24.2 Either Party at its sole option may immediately terminate this Agreement upon written notice, but without prior advance notice, to the other Party in the event that (i) the other Party is declared insolvent or expiration bankrupt by a court of competent jurisdiction; (ii) a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by such other Party; or (iii) this Agreement is assigned by such other Party for the benefit of creditors. 24.3 If either Party breaches this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and other Party may terminate this agreement if the breaching Party does not cure the breach within [***] of written notice of the same. Termination will be without prejudice to any rights that may have been accrued to either Party before termination. Cure of a breach under no obligation this Section 24.3 will not be available under the following Sections 24.4-24.7. 24.4 Client may terminate this Agreement upon [***] written notice in the event that FDA or any other governmental agency takes any action, or raises any objection, that prevents the Client from importing, exporting, purchasing or selling Commercial Product. 24.5 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID has [***] within the same Calendar Year. 24.6 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID does not have suitable Total Available Capacity to continue to make Content available deliver Client’s Rolling Forecast or Long-Term Forecast. 24.7 Client may terminate this Agreement upon [***] written notice in the event that PYRAMID and Client cannot agree on revised pricing resulting from any requested Specification change as further defined in Section 5. 24.8 Except for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach expiration or termination of this Agreement on the part of CLOCKSSfor reasons stated in Sections 24.2 and 24.3, CLOCKSS Client shall have the right option to continue secure and PYRAMID shall agree to preserve any Archived Content received from Publisher and supply, an additional inventory of Commercial Product [***] according to release such Archived Content upon the occurrence a delivery schedule agreeable to both Parties. Document No: Revision: Revision Date: Replaces: Page: MSA-XPI 00 05/01/18 NA 20 of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security 27 24.9 Upon expiration or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement for any reason, PYRAMID will return, at Client’s expense, all Client Materials, Client equipment and Client documentation. In addition, the Parties will return to each all copies of the other Party’s Information except for one copy that may be retained for the sole purpose of determining continuing obligations under Section 15. 24.10 Client shall survive termination or expiration of this Agreement. However, upon termination by Publisher provide at least [***] prior notice if it intends to no longer order a Commercial Product due to discontinuance of the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentCommercial Product in the market.

Term and Termination. A. This 9.1 The Agreement shall be effective as commence on the first day of the Effective Date Initial Subscription Period and shall continue for a term the Initial Subscription Period. Thereafter, this Agreement may be renewed by the parties for such further period as they may agree to in writing (the “Renewal Period”). 9.2 Maynooth University (acting as agent on behalf of one (1the Members) year. This or the Publisher may terminate this Agreement will renew automatically without cause by notifying the other party to the agreement, in writing, at least sixty days before the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to relevant Subscription Year, in which case this Agreement shall terminate upon the other Party expiry of the applicable Subscription Year. 9.3 A Member’s participation in this Agreement may be terminated without cause by Maynooth University notifying the Publisher in writing, at least sixty (60) days prior to before the end of the initial term relevant Subscription Year, in which case the Parties will amend Schedule 4 to exclude the Member, and Schedule 1 to reflect reduced fees in the subsequent Subscriptions Years of the Term following the Member leaving the Agreement. 9.4 Maynooth University (acting as agent on behalf of the Members) or the applicable renewal term. B. Either Party Publisher may terminate this Agreement with or without cause on thirty (30) days’ immediate effect by written notice to the other Party. C. Upon termination or expiration of this Agreement, Publisher will have no obligation to pay party if the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided other party is in this Agreement, if there shall be no uncured material breach of any obligation under this Agreement on and, in the part event of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or capable of being remedied, fails to remedy the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of receipt of notice in writing of such breach. 9.5 A Member’s participation in this Agreement may be terminated withimmediate effect by the Publisher on written notice if the Member is in material breach of any obligation under this Agreement and, in the event of a material breach capable of being remedied, fails to remedy the breaching breach within thirty (30) days of receipt of notice in writing of such breach. 9.6 If a Member’s participation in this Agreement is terminated then that Member’s further rights and obligations under this Agreement shall cease upon the effective date of such termination, but such termination: 9.6.1 shall not prejudice any rights or liabilities of any party under Section 14.F.in connection with that Member which may have arisen on or before the effective date of such termination; and D. Sections 3-6, 8, 9 and 10-14 9.6.2 shall have no effect on the continuation in force of the Agreement. 9.7 Upon termination of this Agreement (except where a Member’s participation in this Agreement is terminated under clause9.5) the Publisher will provide (at the option of Maynooth University) the Members and Authorised Users with access to and use of the full text of the Licensed Material which was published and paid for within the term of this Agreement and under any preceding agreements (where applicable) between the Publisher and the Members, without charge, by one or more of the following options: 9.7.1 continuing online access to archival copies of the same Licensed Material on the Publisher's server; or 9.7.2 by supplying archival copies of the same Licensed Material to the Members in an electronic medium mutually agreed between the parties; or 9.7.3 supplying archival copies of the same Licensed Material to a central archiving facility operated on behalf of the Members or other archival facility; or granting access to the same Licensed Material through one of the e-journals archiving solutions as listed in SCHEDULE 3 – Industry Standards and Related Obligations. For the avoidance of doubt, access to and use of archival copies shall survive termination or expiration be subject to the terms and conditions as set out in Clauses 3 and 4 of this Agreement. However. 9.8 Members are permitted to: 9.8.1 mount the archival copies of the Licensed Material supplied by the Publisher in accordance with Clauses 9.7.1 and 9.7.3; 9.8.2 communicate, upon termination make available and provide access to such Licensed Material via a Secure Network to Authorised Users in accordance with the terms of this Agreement; 9.8.3 make copies of or re-format the Licensed Material contained in the archival copies supplied by the Publisher due in any way to ensure their future preservation and accessibility in accordance with this Agreement; 9.9 In the uncured event that ownership of a part or parts of the Licensed Material is sold by the Publisher or otherwise transferred to another publisher, the Publisher will use all reasonable efforts to retain a non-exclusive copy of the volumes published during the term of this Agreement and make them available without charge to Members: 9.9.1 through the Publisher’s server; or 9.9.2 by supplying such material breach without charge to Members in accordance with the procedure described in Clause 9.6. 9.10 In the event that the Publisher ceases to publish a part or parts of CLOCKSSthe Licensed Material (including back issues of a title as part of the Licensed Material), all rights granted the Publisher will: 9.10.1 maintain a digital archive of such Licensed Material; 9.10.2 make the digital archive available to CLOCKSS shall terminateMembers without charge either through the Publisher’s server, via a third party server (including e-journals archiving initiatives as listed in SCHEDULE 3 – Industry Standards and CLOCKSS shall provide Related Obligations) or by supplying the digital archive to Publisher proof of destruction of all Archived ContentMember without charge in accordance with the procedure described in Clause 9.6. 9.11 The archival copies supplied in accordance with Clauses 9.6.1 to 9.

Term and Termination. A. This 8.1 Subject to the provisions of Section 15, the initial term of this Agreement shall be effective as of for three (3) years (“Term”), which shall commence on the Effective Date for Date. Unless terminated by a term of one (1) yearParty, this Agreement shall automatically renew on a month-to-month basis. This Agreement will renew automatically Either Party may terminate this agreement at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end expiration date of the initial term or any subsequent month-to-month expiration date provided the applicable renewal term. B. terminating Party gives written notice to terminate (“Notice Date”) at least ninety (90) days prior to an expiration date. Either Party may terminate this Agreement with request negotiations of a successor agreement. If the Parties are unable to agree on the terms of a successor agreement, either Party may seek regulatory or without cause on thirty (30) days’ written notice judicial relief as necessary. 8.2 Neither Party shall have any liability to the other Party. C. Party for termination of this Agreement other than to pay to the other Party any amounts owed under this Agreement. Upon termination or expiration of this Agreement, Publisher will have no obligation to : (a) each Party shall promptly pay the Annual Fee for subsequent terms and will be all amounts (including any late payment charges) owed under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher in accordance with Section 8.5; (b) each Party’s indemnification obligations (Section 11) and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS confidentiality obligations (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30Section 17.5) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. HoweverIf either Party defaults in the payment of any amount due hereunder, upon termination or if either Party violates any other provision of this Agreement, and such default or violation shall continue for thirty (30) days after written notice thereof (pursuant to Section 17.10), the other Party may terminate this Agreement by Publisher written notice. If the defaulting Party cures the default or violation within the thirty (30) day period, the other Party will not terminate this Agreement but shall be entitled to recover all costs, if any, incurred by it in connection with the default or violation. 8.3 The Parties agree that disputed and undisputed amounts due under this Agreement shall be handled as follows: If any portion of an amount due to a Party (the uncured material breach “Billing Party”) under this Agreement is subject to a bona fide dispute between the Parties, the Party billed (the “Non-Paying Party”) shall, within thirty (30) days of CLOCKSSthe invoice date containing such disputed amount, give written notice to the Billing Party of the amounts it disputes (“Disputed Amounts”) and include in such notice the specific details and reasons for disputing each item. The Non-Paying Party shall pay when due all rights granted undisputed amounts to CLOCKSS the Billing Party. The Parties will work together in good faith to resolve issues relating to the disputed amounts. If the dispute is resolved such that payment of the disputed amount is required, whether for the original full amount or for the settlement amount, the Non-Paying Party shall terminatepay the full disputed or settlement amounts with daily interest at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under the applicable state law from the date of invoice. In addition, the Billing Party may initiate a complaint proceeding with the appropriate regulatory or judicial entity, if unpaid undisputed amounts become more than ninety (90) days past due, provided the Billing Party gives an additional thirty (30) days notice and CLOCKSS opportunity to cure the default. Any undisputed amounts not paid when due shall provide accrue daily interest from the date such amounts were due at the lesser of (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate of interest that may be charged under the applicable state law. Undisputed amounts shall be paid within thirty (30) days of invoice date. 8.4 Upon termination or expiration of this Agreement in accordance with this Section: (a) Each Party shall comply immediately with its obligations as set forth above; (b) Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; (c) Each Party’s indemnification obligations shall survive termination or expiration of this Agreement. 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default of the other Party, provided, however, that the non-defaulting Party notifies the defaulting Party in writing pursuant to Publisher proof Section 17.10 of destruction the alleged default and the defaulting Party does not cure such alleged default within thirty (30) days after receipt of all Archived Contentwritten notice thereof.

Term and Termination. A. This 4.1 Unless otherwise terminated as provided herein, the term of this Agreement shall be effective as of commence on the Effective Date (which for a term purposes of one (1) year. This Agreement will renew automatically at clarity is the end date of the initial term Closing under the Merger Agreement) and shall terminate on December 31, 2034 (such period, including as may be extended in accordance with the subsequent sentence, the “Term”). Thereafter, the Agreement shall automatically renew for successive one five (1) year renewal terms 5)-year terms, unless either Party gives written notice is delivered to the other Party of intent not to renew at least sixty six (606) days months prior to the end expiration of the initial term then-current Term. If either Party elects not to renew the Agreement and the other party wishes to continue the Agreement, the Parties shall attempt in good faith to negotiate an amendment to the Agreement to renew the Term on such terms as may be negotiated by the Parties. Such good faith negotiation shall continue until both Parties agree to cease negotiations or until expiration of the applicable renewal termTerm. B. 4.2 After good faith consultation with the Advisory Board, either Party shall have the right to terminate this Agreement at any time for an uncured material breach by the other Party, including the non-payment of the Annual Guarantee, license fees and staffing fees, provided that the non-breaching Party provides prior written notice to the breaching Party, specifying the alleged material breach, and further provided that the breaching Party shall have thirty (30) days after receipt of such notice to cure the material breach, to the reasonable satisfaction of the non-breaching Party; provided, further, that if such breach (other than a breach for non-payment) cannot be cured during such 30-day period, but the allegedly breaching Party has commenced and is continuing good faith efforts to cure such breach within such 30-day period, then the cure period shall be extended until the allegedly breaching Party has stopped making good faith efforts to cure such breach, such extension not to exceed ninety (90) days. 4.3 Either Party may terminate this Agreement with immediately upon giving notice if the other Party ceases to conduct its operations in the normal course of business, including the inability to meet its obligations as they mature, or without cause on thirty (30) days’ written notice to if any proceeding under the bankruptcy or insolvency laws is brought by or against the other Party, or a receiver or custodian is appointed or applied for by the other Party, or an assignment for the benefit of creditors or a transfer of all or substantially all of its property is made by the other Party. C. Upon termination or expiration 4.4 In addition to and without limiting any other provision of this Agreement, Publisher will have no obligation to pay if a Change of Control occurs at any time during the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this AgreementTerm, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS PFHOF shall have the right to continue terminate this Agreement immediately upon giving notice of such termination to preserve the Village Media Company. For purposes of this Section 4.4, a “Change of Control” shall mean any Archived Content received from Publisher and to release such Archived Content upon the occurrence transaction or series of a Trigger Event. If there shall be an uncured material breach by CLOCKSS related transactions that results in (such as including by way of example only, a material breach in security merger or corruption or the stored filesconsolidation), Publisher shall have or that is in connection with, the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs Village Media Company no longer being controlled (as defined in Section 1.2) by or under common control (as defined in Section 1.2) with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived ContentHOFV.

Term and Termination. A. 10.1 This Agreement shall be effective as of commences on the Effective Date and continues until all Subscriptions hereunder have expired or have been terminated, unless otherwise terminated in accordance with the provisions of this Agreement. Subscriptions shall automatically renew on expiry of the original or preceding Subscription Term for a subsequent term of one equal duration to the original Subscription Term or twelve (112) year. This Agreement will renew automatically at the end months whichever is shorter unless either party has given notice of the initial term for successive one (1) year non-renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end expiry of the initial term or the applicable renewal termSubscription Term. B. Either Party 10.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with or without cause on liability to the other: (a) upon thirty (30) days’ days written notice to the other Partyparty of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately on written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding (whether voluntary or involuntary), relating to insolvency, administration, receivership, administrative receivership, liquidation or assignment for the benefit of creditors or takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction. C. Upon 10.3 On termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the part of CLOCKSS, CLOCKSS shall have other party; (c) Supplier will refund Customer any prepaid fees covering the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination remainder of the AgreementSubscription Term of all Order Forms after the effective date of termination where the Customer has terminated pursuant to clause 11.2. (d) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, terminate any post-no later than ten days after the effective date of the termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall be deemed uncured if cure make the back-up available to the Customer for download within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and (e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not have been made within thirty (30) days following issuance be affected or prejudiced. In no event will termination relieve Customer of notice its obligation to pay any fees payable to Supplier for the period prior to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 effective date of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contenttermination.

Term and Termination. A. (8.1) This Agreement shall be effective as of the Effective Date and shall remain in force for a term period of one (101) yearyear thereafter (the 'initial term'). This Agreement will renew The Initial Term shall automatically be renewed and shall extend for successive twelve (12) month terms (each "Renewal Term" and all such Renewal Terms together with Initial Term, the "Term"), commencing at the end conclusion of the initial term for successive one (1) year renewal terms Initial Term or any Renewal Term, unless either Party gives the other written notice is delivered to the other Party at least sixty (60) 30 days prior to the end conclusion of the initial Initial term or the applicable renewal termthen current Renewal Term, as the case may be, that the Agreement will not be renewed, failing which the Agreement shall be deemed renewed automatically. B. Either (8.2) This agreement may be terminated by either Party may terminate this Agreement with or without cause on thirty by giving sixty days (30) days’ written days prior notice in writing to the other Partywithout being required to assign or give any reasons. C. Upon termination or expiration (8.3) Either Party shall be entitled to terminate this agreement in case of this Agreement, Publisher will have no obligation the defaulting Party's failure to pay remedy the Annual Fee for subsequent breach of any terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination conditions of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made Agreement within thirty (30) days following issuance of receipt of written notice stating such breach. (8.4) Paramotor reserves the right to terminate the breaching party under Section 14.F. D. Sections 3-6Agreement immediately without any notice period in case of fraud, 8or, 9 and 10-14 if, the Merchant has violated any of this Agreement shall survive termination or expiration terms of this the Agreement. HoweverIn such cases all fees/charges paid by merchant shall be forfeited Paramotor reserves the right to terminate the Agreement if any of its business associates, upon termination by Publisher due to service providers or merchant acquirer terminate Paramotor for any reason. (8.5) Further Merchant acknowledges that it shall honour all Transactions until the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS Agreement is in force. The Merchant shall provide necessary documentation related to Publisher proof Transactions done by merchant post termination upto a period of destruction twenty-four (24) months in case of all Archived ContentCustomer disputes, failing which the Merchant will indemnify Paramotor or its business associate or service provider towards such Transactions loss.

Term and Termination. A. This Agreement 8.1. The agreement shall be effective valid for a period of three years from the date of its execution and may be renewed for further period of two years on the existing terms and conditions or the modified terms and conditions as may be mutually agreed between the parties. 8.2. The banks reserve the right to terminate the contract at any point of time if, (a) The services are found to be unsatisfactory; (b) There is a consistent failure to maintain the customer satisfaction; (c) Desired levels of output by the Corporate Business Correspondent (CBC) are not met; (d) There is a discrepancy found in the accounts maintained by the Corporate Business Correspondent (CBC)and the records of the Effective Date for a term of one Bank; (1e) year. This Agreement will renew automatically at The customers serviced by the end Corporate Business Correspondent (CBC) complain to the Bank that the Corporate Business Correspondent (CBC) is inefficient; (f) There is fraud in the accounts handled by the Corporate Business Correspondent (CBC); or (g) Any other reason which in the opinion of the initial term for successive one banks is not conducive to the continuation of the Services of the Corporate Business Correspondent (1) year renewal terms unless CBC). However, before terminating the contract, the concerned bank will give a written notice is delivered specifying the defects in services to the other Party at least sixty Corporate Business Correspondent (60CBC) days prior and ask him to rectify the defects within a period of 30 calendar days. In case the defects are not rectified, the concerned bank would be authorized to terminate the contract with the Corporate Business Correspondent (CBC). 8.3. In the event of termination of the agreement, all records, information including documents etc. shall be returned by CBC to the end Bank as per instructions of the initial term or the applicable renewal termBank. B. Either Party may 8.4. The Bank shall have a right to terminate this Agreement with or without cause on thirty the agreement immediately by giving a notice in writing to CBC in the following eventualities : (30a) days’ written notice If CBC applies to the Court or passes a resolution for voluntary winding up of CBC or any other Partycreditor / person files a petition for winding up or dissolution of CBC. C. Upon termination (b) If any Receiver/Liquidator is appointed in connection with the business of the CBC or expiration CBC transfers substantial assets in favour of its creditors or any orders / directions are issued by any Authority / Regulator which has the effect of suspension of the business of CBC. (c) If CBC is unable to render the services up to the mark as envisaged under this Agreement, Publisher will have no obligation to pay agreement upon a reasonable assessment of the Annual Fee for subsequent terms and will be circumstances by the Bank which affect rendering of the services by CBC as envisaged under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach agreement. (d) If any acts of this Agreement commission or omission on the part of CLOCKSSCBC or its agents, CLOCKSS shall have employees or representatives, in the right reasonable opinion of the Bank tantamount to continue fraud or prejudicial to preserve the interest of the Bank or its customers. (e) If CBC is owned/ controlled wholly/ partly by any Archived Content received from Publisher and to release such Archived Content upon other bank operating in India (f) If any officer/ employee/ director of CBC or their relatives as defined in section 6 of the occurrence Companies Act, 1956 becomes a director/ officer or employee of a Trigger Eventthe Bank. 8.5. If there shall be an uncured material breach by CLOCKSS (such as by way In the event of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under agreement by the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice Bank pursuant to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content.clause

Term and Termination. A. This 10.1 Unless sooner terminated in a manner herein provided, this Agreement shall be effective as of commence on the Effective Date and, unless terminated pursuant to this Article 10, shall continue until such time as the Services and Closeout Services have been completed for a term each respective Service Document (hereinafter the "Term"). The Parties may extend this Agreement by written mutual agreement as soon as reasonably practicable prior to the expiration of one (1) year. the Term. 10.2 This Agreement will renew automatically and any corresponding Service Document then in effect may be terminated by either Party as follows: (i) by YMB providing at the end of the initial term for successive one least thirty (130) year renewal terms unless days written notice is delivered to ALLPHASE; or (ii) by mutual written agreement by the Parties: or (iii) by either Party (the "Non-defaulting Party") giving the other Party (the "Defaulting Party") thirty (30) days written notice of termination for Cause where the defaulting Party has failed to correct the default or provide a schedule acceptable to the other Party at least sixty within five (605) business days prior to the end of being given notice of the initial term or the applicable renewal termdefault. B. 10.3 Either Party may has the right to terminate this Agreement with or without cause on thirty (30) days’ immediately upon written notice to the other PartyParty and without further liability hereunder, if a Party commits an act of bankruptcy or if proceedings are taken against it for fraud, or dishonest or serious misconduct in behaviour. C. Upon 10.4 In the event of termination of any Service Document and/or this Agreement for any reason, ALLPHASE agrees to use its commercially reasonable best efforts to limit any further cost to YMB. ALLPHASE will cease performing any Services not necessary for the orderly closeout of the affected Service Document or expiration fulfillment of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms Regulatory Requirements and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this AgreementALLPHASE shall instruct its subcontractors, if there shall be no uncured material breach of this Agreement on any, to do the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Eventsame. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within Within thirty (30) days following issuance the effective date of notice termination, ALLPHASE shall deliver and cause subcontractors, if any, to deliver all Confidential Information, Clinical Trial Materials, data, Results, Study Documents, and Test Materials provided by YMB or generated under this Agreement to YMB at no additional cost to YMB. Notwithstanding the breaching party under Section 14.F.foregoing, ALPHASE shall retain and keep in custody any materials or data, original or copy, for the purpose of compliance with Regulatory Requirements. D. Sections 3-6, 8, 9 and 10-14 10.5 Upon termination of this Agreement pursuant to Sections 10.2 or 10.3, YMB shall survive continue to pay ALLPHASE the amounts set forth in Service Documents for all reasonable costs actually incurred or irrevocably obligated for Services rendered by ALLPHASE through to the effective date of termination or expiration and for the Closeout Services furnished by ALLPHASE after the termination of this Agreement. However, upon termination by Publisher due provided that in no event will the amount owed to ALLPHASE exceed the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentmaximum amounts specified in the Service Documents.

Term and Termination. A. 14.1 This Agreement shall be effective as of the Effective Date for a term of one continue indefinitely unless terminated immediately due to: (1a) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty breaches any of the terms of clause 12 or clause 18; (60b) days the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 14.2 The Minimum Term shall automatically be extended by a Term Extension unless the Client provides the Item Notice Period. 14.3 Each Party may immediately terminate a Service Item prior to the end Item Notice Period, if the other Party commits a material breach of the initial term this Agreement or the applicable renewal term. B. Either Party may terminate this Agreement with or Acceptable Use Policy (including, without cause on limitation breach of any payment obligations) and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days’ written notice days after being notified to do so. 14.4 In the event the Supplier terminates a Service Item(s) or the Agreement under Clauses 14.1 and 14.3, the Client shall immediately pay the Termination Compensation Fee for all affected Service Items. The Supplier may also terminate all other Service Items if the Client breaches Clause 14.3. In the event the Client terminates the Agreement under Clause 14.1, all Service Items shall terminate immediately. In the event the Client terminates a Service Item, only that applicable Service Item which is subject to the breach may be terminated. This Agreement shall continue to apply to all other ongoing Service Items and such termination shall not affect all other ongoing Managed Services. 14.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 14.6 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination. 14.7 On termination of this Agreement for any reason: (a) the Supplier shall immediately cease provision of the Managed Services; (b) the Client shall pay any and all outstanding invoices, any Termination Compensation Fee (if applicable) and all Third Party Termination Costs; and (c) each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party. C. Upon termination 14.8 If a Party is required by any law, regulation, or expiration government or regulatory body (Regulatory Requirement) to retain any documents or materials which it would otherwise be obliged to return or destroy, it shall notify the other Party in writing of this Agreementsuch retention, Publisher will have no obligation to pay giving details of the Annual Fee for subsequent terms and will be under no obligation to documents or materials that it must retain. Clause 12 shall continue to make Content available apply to any such retained documents and materials for archiving as Archived Content. Except long as otherwise provided any such requirement continues in this Agreementforce, if there shall be no uncured material breach of this Agreement on the part of CLOCKSS, CLOCKSS shall have the right subject to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach disclosure mandated by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. Regulatory Requirement. 14.9 For the purposes of this Agreement, a clause 14.2 material breach shall be deemed uncured if cure shall not have been made within thirty means a breach (30including an anticipatory breach) days following issuance that is serious in the widest sense of notice to having a serious effect on the breaching benefit which the terminating party under Section 14.F.would otherwise derive from: D. Sections 3-6, 8, 9 and 10-14 (a) a substantial portion of this Agreement shall survive termination or expiration Agreement; or (b) any of the obligations set out in clauses 2.5, 6.2(a, g, h) and 6.3 over the term of this Agreement. HoweverIn deciding whether any breach is material no regard shall be had to whether it occurs by some accident, upon termination by Publisher due to mishap, mistake or misunderstanding. 14.10 The Supplier may treat the uncured Client's breach of any Third Party Licence as a material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Contentthe Agreement.

Term and Termination. A. 8.1 This Agreement shall be will become effective as of the Effective Date and will remain in effect for a term period of one (1) year5 years or until all Services have been completed or terminated as provided herein, whichever occurs later. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days prior to the end of the initial term or the applicable renewal term. B. Either Party Metavante may terminate this Agreement for any reason upon ninety (90) days prior written notice to Virtusa. Virtusa may terminate this Agreement for any reason upon ninety (90) days prior written notice to Metavante; provided that no active Work Order is in effect. Termination of this Agreement will not result in automatic termination of a Work Order, unless this Agreement is (i) terminated by Metavante, or (ii) terminated for material breach, in which cases a Work Order shall be terminated if the terminating party specifically requests that the Work Order be terminated or the parties mutually agree that any outstanding Work Order(s) will be coterminated with or without cause on thirty the Agreement. 8.2 Either party may terminate this Agreement and/or a Work Order, immediately upon notice to the other party, if the other party breaches any material obligation under this Agreement (30it being understood and agreed that any failure to make timely payments to Virtusa shall be deemed a breach of a material obligation by Metavante), and such party fails to cure the breach within [******] after written notice to cure. 8.3 Either party may terminate this Agreement (including all Work Orders) days’ immediately by written notice to the other Partyif the other party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or is liquidated, voluntarily or otherwise. C. 8.4 Upon termination or expiration of this Agreement, Publisher will have no obligation to pay the Annual Fee for subsequent terms and will be under no obligation to continue to make Content available for archiving as Archived Content. Except as otherwise provided in this Agreement, if there shall be no uncured material breach of this Agreement on and/or any Work Order, each party shall return to the part of CLOCKSS, CLOCKSS shall have the right to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security other or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if such breach occurs with respect to surviving obligations of CLOCKSS after termination destroy all Confidential Information of the Agreement, terminate any post-termination other party other than the Virtusa Intellectual Property to which Metavante holds license rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 2.3 of this Agreement shall survive termination (unless the Agreement or expiration of this Agreement. HoweverWork Order was terminated pursuant to Section 8.2, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminatein which case said license is considered revoked), and CLOCKSS shall provide except for any Confidential Information of the Metavante required by Virtusa to Publisher proof of destruction of all Archived Contentcomplete an outstanding Work Order. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS.

Term and Termination. A. This 9.1 The Agreement shall be effective shall, unless otherwise terminated as of provided in this clause 9, commence when the Effective Date Customer has placed an order for the Service and/or initiated using the Service, and continue for the term as agreed for the Service ordered by the Customer. If no term is agreed on, each Party is entitled to terminate the Agreement for convenience by giving a term of one three (13) year. This Agreement will renew automatically at the end of the initial term for successive one (1) year renewal terms unless written notice is delivered to the other Party at least sixty (60) days months prior to the end of the initial term or the applicable renewal term. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. Logmore may also give this notice in the Service. C. Upon termination 9.2 Without prejudice to any other rights or expiration of this Agreementremedies to which the Parties may be entitled, Publisher will have no obligation either Party may terminate the Agreement without liability to pay the Annual Fee other if: 9.2.1 the other Party becomes insolvent, applies for subsequent terms and will be under no obligation or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to continue to make Content available for archiving as Archived Content. Except as otherwise provided carry on its business; or 9.2.2 the other Party is in this Agreement, if there shall be no uncured material breach of this Agreement on the part terms and conditions of CLOCKSS, CLOCKSS shall have the right these terms and fails to continue to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement or, if remedy such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate. 9.2.3 Logmore shall be entitled to terminate the Agreement with immediate effect and without any obligation to pay damages or any other liability to the breaching Customer where the Customer has itself used or allowed any third party under Section 14.F.to use the Service contrary to these terms or when a serious data security threat so demands. D. Sections 3-69.3 On termination of the Agreement for any reason: 9.3.1 the Customer shall immediately cease using the Service; 9.3.2 Logmore may destroy or otherwise dispose of any of the Customer Material in its possession unless Logmore receives, 8no later than ten (10) days after the effective date of the termination of the Agreement, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due a written request for the delivery to the uncured material breach Customer of CLOCKSSthe then most recent back-up of the Customer Material. Logmore shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all rights granted to CLOCKSS Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall terminatepay all reasonable expenses incurred by Logmore in returning or disposing of Customer Material. 9.4 Upon termination for any reason, no paid Fees will be returned by Logmore, and CLOCKSS shall provide the Customer is obliged to Publisher proof pay the Fees past due at the effective date of destruction of all Archived Contentsuch termination. In the event that Fees are not fully paid when due or the obligations set out in these terms are not otherwise followed by the Customer, Logmore reserves the right to terminate the Customer’s right to use the with immediate effect.

Term and Termination. A. This Agreement shall be effective as of the Effective Date for a term of one (1) year. 13.1 This Agreement will renew automatically at become effective on its EFFECTIVE DATE and will remain in effect until and terminate upon the end last to expire of the initial term for successive one (1) year renewal terms LICENSED PATENTS, unless written notice is delivered to the other Party at least sixty (60) days prior to the end terminated under another specific provision of the initial term or the applicable renewal termthis Agreement. B. Either Party may terminate this Agreement with or without cause on thirty (30) days’ written notice to the other Party. C. 13.2 Upon termination or expiration of this Agreement, Publisher will have no obligation all rights and obligations of the PARTIES hereunder shall cease, except those terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance, including: A. Obligations to pay royalties and other sums accruing to the Annual Fee day of such termination; B. MICHIGAN's rights to inspect books and records as described in ARTICLE 5, and COULTER's obligations to keep such records for subsequent terms the required time; C. Obligations of defense and will indemnity in ARTICLE 12; and D. The general rights, understandings and obligations of Articles 11, 26 and 27. 13.3 In the event that either PARTY shall default in the performance of its obligation under this Agreement and shall fail to remedy such default within [*] for breaches of financial obligations and [*] for breaches of non-financial obligations after written notice from the other PARTY, the non defaulting PARTY shall be under no obligation entitled upon giving written notice to continue to make Content available for archiving as Archived Content. Except as otherwise provided in immediately terminate this Agreement; provided however, that if there the defaulting PARTY has undertaken and continues to undertake, good faith efforts to cure, the defaulting PARTY shall be no uncured material breach of granted another [*] to cure. 13.4 COULTER can terminate this Agreement on by giving MICHIGAN at least [*] ▇▇▇▇▇▇e notice of termination. The notice shall be deemed by the part PARTIES to be final and upon receipt of CLOCKSSthe notice of termination, CLOCKSS MICHIGAN shall have the immediate right to continue enter into commercial agreements with others for the manufacture sale, and/or use of LICENSED PRODUCTS, except that COULTER does not guarantee or warrant that COULTER, or any other ent▇▇▇, ▇▇ll supply any third party with [*]. ▇▇▇▇▇▇ COULTER choose to preserve any Archived Content received from Publisher and to release such Archived Content upon the occurrence of a Trigger Event. If there shall be an uncured material breach by CLOCKSS (such as by way of example only, a material breach in security or corruption or the stored files), Publisher shall have the right to withdraw its Archived Content, and terminate this Agreement orunder this Paragraph 13.4, if such breach occurs with respect to surviving obligations of CLOCKSS after termination of the Agreement, terminate any post-termination rights of CLOCKSS under the Agreement. For the purposes of this Agreement, a material breach shall be deemed uncured if cure shall not have been made within thirty (30) days following issuance of notice to the breaching party under Section 14.F. D. Sections 3-6, 8, 9 and 10-14 of this Agreement shall survive termination or expiration of this Agreement. However, upon termination by Publisher due to the uncured material breach of CLOCKSS, all rights granted to CLOCKSS shall terminate, and CLOCKSS shall provide to Publisher proof of destruction of all Archived Content▇▇ ▇▇rees [*].