Common use of Term Termination and Default Clause in Contracts

Term Termination and Default. The term of this Agreement shall be three (3) years from its effective date unless earlier terminated pursuant to this Agreement. No later than twelve (12) months prior to the initial term or any renewal period of this Agreement, the parties shall reach an agreement on whether to extend the term of the Agreement for an additional one (1) year Proprietary to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on the expiration date then scheduled. Additionally, either party may terminate this Agreement if the other party is in default. A party to this Agreement is said to be in default if it commits a material breach or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty (30) days after such written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, the party not in default may at its option terminate this Agreement. Upon expiration or termination of this Agreement for any reason, each party shall return and make no further use of the property, materials and other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such property, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration or termination of this Agreement. If this Agreement expires or is terminated for any reason other than default by SUPPLIER, the licenses granted under this Agreement are terminated, except that: (i) LUCENT may continue to utilize such licenses to the extent necessary for LUCENT to fulfill its support and maintenance obligations, if any, to its existing customers; and (ii) Licenses granted by LUCENT prior to termination of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit D, shall survive; and (iii) Upon termination of this Agreement for reason of default by SUPPLIER, all the licenses granted to LUCENT under this Agreement shall continue until the end of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as specified in the Agreement, including but not limited to clauses (i) and (ii) above.

Term Termination and Default. A. The term of this Agreement shall be three (3) years from its effective date unless earlier terminated pursuant to this Agreement. No later than twelve (12) months prior to the initial term or any renewal period of this Agreement, the parties shall reach an agreement on whether LUCENT and SPANLINK may mutually agree in writing to extend the such term of the Agreement for an additional successive one (1) year Proprietary to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on the expiration date then scheduledperiods. Additionally, either party may terminate this Agreement if the other party is in default. A party to this Agreement is said to will be in default if it commits a material breach or if it ceases normal operations or becomes insolvent. . B. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty (30) days after such written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, the party not in default may i-nay at its option terminate this Agreement. . C. Upon expiration or termination of this Agreement for any reason, each party shall return and make no further use of the property, materials and other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such propertyAgreement, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration or termination of this Agreement. unless otherwise mutually agreed to. D. If this Agreement expires or is terminated for any reason other than default by SUPPLIERSPANLINK, the licenses granted under this Agreement are terminated, except that: (i) LUCENT may continue to utilize such licenses to the extent necessary for LUCENT to fulfill its support and maintenance obligations, if any, to its existing customers; and (ii) Licenses licenses granted by LUCENT prior to termination of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received by LUCENT's customers prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit Dtermination, shall survive; and. LUCENT shall have no obligation for any payments accruing under this Agreement after such expiration or termination unless LUCENT continues to market the PRODUCT. (iii) E. Upon termination of this Agreement for reason of default by SUPPLIERSPANLINK, all the licenses granted to LUCENT under this Agreement shall continue until the end of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's LUCENT rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as items specified in the Agreement, including but not limited to clauses (i) and (ii) abovein paragraph D of this Article.

Term Termination and Default. 6.1 The term License granted herein shall remain in effect from the Effective Date until May 1, 2004 (the "Termination Date"), unless earlier terminated as provided for herein. 6.2 The following shall constitute "events of default" (and each, individually, an "event of default") hereunder: (1) any breach by Licensee of any provision of this Agreement shall be three Agreement; (2) failure of the Licensee to provide Licensor with a current version of the Software immediately following the release of any new version of, or the making of any upgrades, improvements or modifications to, the Software, as provided in Section 8.8 hereof; (3) years from its effective date unless earlier terminated pursuant to this Agreement. No later than twelve (12) months prior any breach by Licensee of, or any occurrence of a default or event of default under, the $1,234,034.85 Promissory Note, dated September 10, 1999, made by Licensee and payable to the initial term order of Licensor, as amended by the Modification Agreement, of even date herewith (as amended, modified, supplemented, extended, renewed or replaced through the date hereof, the "Note"), or any renewal period occurrence of a default or event of default or a failure to pay amounts due in connection with the Promissory Note, of even date herewith, made by Licensee and payable to the order of CareSouth Indemnity Services, LLC (as amended, modified, supplemented, extended, renewed or replaced through the date hereof, the "Indemnity Note"); (4) any failure by Licensee to pay the License Fees when due, provided that such failure shall not constitute an event of default hereunder in the event that Licensee pays such amounts within 24 hours after notice of such failure given by Licensor to Licensee; and (5) Licensee's making an assignment for the benefit of its creditors, the filing of any voluntary or involuntary bankruptcy, Licensee's insolvency, or the appointment of a trustee or a receiver for Licensee or its property. 6.3 Licensor may terminate this Agreement, the parties License, or both, immediately and without further obligation to Licensee upon the occurrence of an event of default. Termination shall reach an agreement on whether not relieve Licensee of its obligation to extend the term pay all amounts due and payable to Licensor as of the Agreement for date of termination, including, without limitation, all amounts accelerated pursuant to Section 6.5 hereof. 6.4 Upon an additional one (1) year Proprietary to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on the expiration date then scheduled. Additionally, either party may terminate this Agreement if the other party is in default. A party to this Agreement is said to be in event of default if it commits a material breach or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty (30) days after such written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, the party not in default may at its option terminate under this Agreement. Upon expiration or , termination of this Agreement for any reason, each party shall return and make no further use of the property, materials and other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such property, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration License or termination of this Agreement, Licensee shall immediately cease using the Software and Documentation and shall promptly return all copies of the Software, Documentation, Specifications and all other Confidential Information in its possession or control. If this Agreement expires or is terminated for Licensee shall delete all copies of such materials residing in computer memory, and destroy all copies of such materials that incorporate Licensor's Confidential Information. 6.5 In addition to any reason other than remedies the Licensor may have, upon an event of default by SUPPLIER, the licenses granted under this Agreement are terminated, except thatAgreement: (ia) LUCENT the aggregate of the License Fees due and payable to Licensor for the entire remainder of the term of this Agreement (together with any License Fees that may continue be past due hereunder) shall become immediately due and payable; (b) all other indebtedness and obligations of Licensee to utilize Licensor or any subsidiary or affiliate of Licensor, now existing or hereafter arising, shall become immediately due and payable at the option of Licensor or such licenses to the extent necessary for LUCENT to fulfill its support and maintenance obligationssubsidiary or affiliate of Licensor, if any, to its existing customersas applicable; and (iic) Licenses granted within 90 days after the date Licensor gives notice to Licensee of the occurrence of an event of default hereunder, and provided that written demand has been made by LUCENT prior Licensor, Licensee shall validly authorize, and immediately thereafter validly issue, in one or more tranches, to termination one or more third party institutional investors, for the benefit and account of the Licensor, that number of duly authorized, fully paid and nonassessable shares of the Series A Convertible Preferred Stock of the Licensee, par value $.001 per share (the "Series A Preferred Stock") that shall have a value, in the aggregate, equal to the total amount payable upon acceleration under paragraphs (a) and (b) of this Section 6.5, with cash amounts received by Licensee (net of selling expenses, underwriting discounts and related costs) from such investors to be paid to Licensor and applied by Licensor to the satisfaction of all obligations due to Licensor or its affiliates and subsidiaries from Licensee and its subsidiaries and affiliates. Such application shall be deemed satisfaction of such obligations to Licensor and its affiliates and subsidiaries only to the extent of such value received and so applied. If such amounts paid to Licensor by Licensee exceed the total obligations due from Licensee and its affiliates and subsidiaries to Licensor and its affiliates and subsidiaries, then Licensor shall return the excess to Licensee. To the extent that Licensee fails to issue Series A Preferred Stock as of the end of such 90 day period in accordance with the foregoing terms, or otherwise satisfy its obligations to Licensor and its affiliates and subsidiaries, then, on the last day of such period, Licensee shall validly authorize, and immediately thereafter begin to validly issue, to Licensor or its designee, in one or more tranches, that number of duly authorized, fully paid and nonassessable shares of the Series A Preferred Stock that shall have a value, in the aggregate, equal to the total amount payable upon acceleration under paragraphs (a) and (b) of this Section 6.5, and a per share value equal to the price per share of the Common Stock on the date that such Series A Preferred Stock is issued to Licensor, less 25% of such per share price, in accordance with the terms of the Certificate of Designations and the Registration Rights Agreement, each of which shall be in the form attached hereto as Exhibits B and LUCENT payment obligationsC, if anyrespectively. Licensor agrees that within 90 days after such issuance, it shall give Licensee notice of its election to either (1) sell its shares of Series A Preferred Stock (or the shares of Common Stock into which such shares of Series A Preferred Stock are convertible) or (2) retain the shares of Series A Preferred Stock or the Common Stock into which such Series A Preferred Stock is convertible. Cash amounts received upon transfer or sale by the Licensor (net of selling expenses, underwriting discounts and related costs) of such Series A Preferred Stock (or the Common Stock into which it is convertible), or the value (on an as-converted to Common Stock basis) of any shares retained as provided in clause (2) above, shall be applied by the Licensor against amounts due hereunder. Such application shall be deemed satisfaction of such obligations to Licensor and its affiliates and subsidiaries only to the extent of such value received and so applied. Notwithstanding the length of any period specified herein, and regardless of the election made by Licensor hereunder, Licensee agrees to continue to issue, and Licensor retains its right to require such additional issuances of, Series A Preferred Stock, until such time as the aggregate amount of cash received by Licensor, or the value of such issued shares of Series A Preferred Stock, as applicable in clause (2) above, equals the value of all obligations due to Licensor and its affiliates and subsidiaries from Licensee and its affiliates and subsidiaries, all in accordance with the terms hereof (such terms to include, but not be limited to, the 25% discount with respect to PRODUCT ordered per share pricing). If the value received by Licensor exceeds the total obligations due from Licensee and received prior its affiliates and subsidiaries to expiration Licensor and its affiliates and subsidiaries, then Licensor shall return the excess to Licensee within ten (10) days after Licensor receives notice of such overpayment from Licensee. Licensee further agrees that it (a) shall appropriately and timely file the Certificate of Designations with the Secretary of State of the State of Delaware, and shall file such certificates of amendment to same as Licensor deems necessary in the exercise of its reasonable discretion; (b) shall obtain all requisite approvals from its shareholders, including, without limitation, the holders of the Series A Preferred Stock; (c) shall at all times reserve and keep available out of its authorized shares of Common Stock (as defined in the certificate of incorporation of the Licensee), solely for the purpose of issue or termination delivery upon conversion of the Series A Preferred Stock, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion, and shall issue such shares of Common Stock in accordance with respect the terms of its certificate of incorporation and the Registration Rights Agreement; and (d) obtain and provide to continuing Support Licensor an opinion of counsel (who shall be satisfactory to Licensor) to the effect that the shares of Series A Preferred Stock shall be duly authorized and any other support services set forth validly issued, fully paid and nonassessable. The rights and remedies of the Licensor contained in Exhibit D, shall survive; and (iii) Upon termination of this Agreement for reason are cumulative and not exclusive of default any rights or remedies otherwise provided by SUPPLIER, all the licenses granted to LUCENT under this Agreement shall continue until the end of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as specified in the Agreement, including but not limited to clauses (i) and (ii) abovelaw.

Term Termination and Default. 13.1 The term shall commence on the Effective Date and shall continue for [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] years following the Date of First Sale unless terminated earlier as herein provided. Upon the expiration of such [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] year period, this Agreement shall be three renewed (3subject to the prior written approval of the Ministry of International Trade and Industry, Malaysia and the grant of all other requisite approvals if applicable, for such renewal including the revised running royalty payable during the period of renewal) years from its effective date unless earlier terminated pursuant to this Agreementfor a second period of [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] years. No later than twelve The PARTIES shall meet at least 6 (12Six) months prior to the initial term or any renewal expiration of the further period of [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] years aforesaid to determine whether this Agreement shall be further renewed and if so, the terms applicable to such further renewal period. 13.2 In the event that either PARTY is in default under this Agreement, the parties other may give written notice to the defaulting PARTY, calling attention thereto. A failure by the JVC to make a payment required under Article 5 or any other material breach by a PARTY which is not corrected within 60 (Sixty) days after the date of receipt of such notice shall reach an agreement on whether entitle the non-defaulting PARTY at any time thereafter to extend terminate this Agreement by giving written notice to that effect. A PARTY's right to terminate pursuant to this Article 13.2 shall be at its option and shall not constitute a waiver of its other rights or remedies with respect to said default, and the term failure to exercise any such right in the event of any occurrence giving rise thereto, shall not constitute a waiver of the Agreement for an additional one (1) year Proprietary right in the event of any subsequent occurrence. 13.3 Notwithstanding any other provision to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on the expiration date then scheduled. Additionallycontrary in this Agreement, either party MEMC may terminate this Agreement if the other party is in default. A party to this Agreement is said to be in default if it commits a material breach or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty upon giving 90 (30ninety) days after such days' written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, JVC in the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, the party not event that:- 13.3.1 MEMC's holding of a direct and/or indirect interest in default may at its option terminate this Agreement. Upon expiration or termination of this Agreement for any reason, each party shall return and make no further use JVC Equity Shares falls below [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] of the property, materials and other items (and all copies thereof) belonging total number of JVC Equity Shares without MEMC being in breach of Clause 4.2 of the Joint Venture Agreement; 13.3.2 MEMC is no longer a party to the other party and relating to this Agreement except for any and all such property, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration or termination of this Joint Venture Agreement. If this Agreement expires or is terminated for any reason other than default by SUPPLIER, the licenses granted under this Agreement are terminated, except that: (i) LUCENT may continue to utilize such licenses to the extent necessary for LUCENT to fulfill its support and maintenance obligations, if any, to its existing customers; and (ii) Licenses granted by LUCENT prior to termination of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit D, shall survive; and (iii) Upon termination of this Agreement for reason of default by SUPPLIER, all the licenses granted to LUCENT under this Agreement shall continue until the end of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as specified in the Agreement, including but not limited to clauses (i) and (ii) above.;

Term Termination and Default. 9.1 The initial term of this Agreement shall be three (3( ) years from its effective date commencing (“Initial Term”). Thereafter, this Agreement shall be automatically renewed for successive terms of ( ) years each unless earlier terminated pursuant canceled in writing by either party no less than one hundred and twenty (120) days prior to expiration. 9.2 Owner may terminate this Agreement. No later than twelve Agreement for convenience with at least six (126) months prior to written notice of termination. In the initial term or any renewal period event that Owner terminates the Agreement in accordance with the terms of this Agreement, section before the parties shall reach an agreement on whether to extend the term end of the Agreement for an additional one (1) 5 year Proprietary contract term, Owner shall pay a demobilization fee equal to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond % of the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on the expiration date then scheduled. Additionally, either current base fee. 9.3 A party may terminate this Agreement if for a material breach of the Agreement by the other party; only after giving written notice of breach; and, except in case of a breach by OWNER for nonpayment of COMPANY’s invoices, in which case termination may be immediate by COMPANY, only after allowing the other party is in default. A party to this Agreement is said to be in default if it commits a material breach or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty (30) days after such written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, cure or commence taking reasonable steps to cure the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, breach. 9.4 In the party not in default may at its option terminate this Agreement. Upon expiration or termination of event that this Agreement for any reason, each party shall return and make no further use of the property, materials and other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such property, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration or termination of this Agreement. If this Agreement expires or is terminated for any reason other than default by SUPPLIER, the licenses granted under this Agreement are terminated, except that: (i) LUCENT may continue to utilize such licenses prior to the extent necessary for LUCENT ending date of the Initial Term, OWNER shall pay to fulfill its support and maintenance obligationsCOMPANY any funds identified in Section 7.2 that have not been paid to COMPANY through the date of termination. 9.5 Upon notice of termination by OWNER, if anyCOMPANY shall assist OWNER in assuming operation of the Project. If additional Cost is incurred by COMPANY at request of OWNER, to its existing customers; andOWNER shall pay COMPANY such Cost within 15 days of invoice receipt. (ii) Licenses granted by LUCENT prior to termination of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit D, shall survive; and (iii) 9.6 Upon termination of this Agreement and all renewals and extensions of it, COMPANY will return the Project to OWNER in the same condition as it was upon the effective date of this Agreement, ordinary wear and tear excepted. Equipment and other personal property purchased by COMPANY for reason use in the operation or maintenance of default by SUPPLIER, all the licenses granted to LUCENT under Project shall remain the property of COMPANY upon termination of this Agreement shall continue until unless the end of the term property was directly paid for by OWNER or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except OWNER specifically reimbursed COMPANY for the surviving rights and licenses as specified in cost incurred to purchase the Agreement, including but not limited property or this Agreement provides to clauses (i) and (ii) abovethe contrary.

Term Termination and Default. The term of 13.1 Unless earlier terminated under Section 13.2, this Agreement is effective upon PictureTel's signature and shall be three (3) years from its effective date unless earlier terminated pursuant to this Agreement. No later than twelve (12) months prior to the initial term or any renewal period of this Agreement, the parties shall reach an agreement on whether to extend the term of the Agreement for an additional one (1) year Proprietary to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond the then scheduled expiration date. Failure by the parties to reach such agreement to extend the term or agreement by the parties not to extend the term shall mean that the Agreement shall expire on remain in effect until the expiration date then scheduled. Additionally, of the last of the Licensed Patents. 13.2 This Agreement may be terminated immediately for cause by either party may terminate this Agreement in the event the other party: (i) becomes insolvent or if a judgment or decree is entered against either party approving a petition for an arrangement, liquidation, dissolution or similar relief relating to bankruptcy or insolvency, and such judgment or decree remains unvacated for thirty (30) days; or immediately if: (a) the other party is files a voluntary petition in default. A bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution related to bankruptcy, insolvency or other relief of debtors; or (b) such other party will seek or consent to this Agreement is said or acquiesce in the appointment of any trustee or receiver, or the liquidation of such party's property; (ii) subsequently ceases to function; or (iii) fails to perform any of its obligation hereunder so as to be in default if it commits a material breach or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any and fails to cure such default unless written notice detailing such default is given to the other party. The other party shall thereafter have within thirty (30) days after such written notice notification thereof, as set forth below. 13.3 In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, the other party because of such termination for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of PictureTel or Licensee. No termination of this Agreement shall begin substantial corrective action within said thirty (30) days and shall proceed promptly affect any obligations incurred prior to correct said default. If such corrective action is not completed within sixty (60) days after such written noticethe effective date of termination, including payment of all fees or royalties then owed PictureTel. 13.4 In the party not in default may at its option terminate this Agreement. Upon expiration or event of termination of this Agreement for any reason, each party shall return and make no further use of the property, materials and other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such property, material and other items, including but not limited to Golden Masters, specifications, work-around lists, and Documentation, needed by the parties to perform those functions and duties that survive expiration or termination of this Agreement. If this Agreement expires or is terminated for any reason other than default by SUPPLIER, the licenses granted under this Agreement are terminated, except that: (i) LUCENT may Licensee shall have the right to continue to utilize such licenses to the extent necessary for LUCENT to fulfill sell its support and maintenance obligations, if any, to its existing customersthen-current inventory of Licensed Products but in no event longer than six (6) months; and (ii) Licenses granted by LUCENT Licensee shall retain the right (subject to the restrictions and obligations set forth in this Agreement) to make internal use of Licensed Patents and Software solely for purposes of supporting and testing Licensed Products which were distributed prior to the termination of the six (6) month period set forth in subsection (l) above. 13.5 In the event that more than 30% of the voting stock of Licensee is transferred to any third party, or Licensee otherwise comes under the majority beneficial ownership of a third party, Licensee shall promptly notify PictureTel. 13.6 The provisions of Sections 5, 7, 8, 9 and 11.2 shall survive the termination or expiration of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit D, shall survive; and (iii) Upon termination of this Agreement for reason of default by SUPPLIER, all the licenses granted to LUCENT under this Agreement shall continue until the end of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as specified in the Agreement, including but not limited to clauses (i) and (ii) above.

Term Termination and Default. 10.1 The term of this Agreement shall be three ten (310) years from its commencing March 26, 2024 ("Effective Date"). 10.2 A party may terminate this Agreement for a material breach of the Agreement by the other party; only after giving written notice of breach; and, except in case of a breach by the DISTRICT for non-payment of CONTRACTOR's invoices, only after allowing the other party thirty (30) days to cure or commence taking reasonable steps to cure the breach. 10.3 Upon notice of termination by either party, CONTRACTOR shall assist the DISTRICT in assuming operation of the Project. If additional Cost is incurred by CONTRACTOR at request of the DISTRICT, the DISTRICT shall pay CONTRACTOR such Cost as may be agreed upon by the Parties. 10.4 Upon termination of this Agreement and all renewals and extensions of it, CONTRACTOR will return the Project to the DISTRICT in the same condition as it was upon the effective date unless earlier terminated pursuant to this Agreement. No later than twelve (12) months prior to the initial term or any renewal period of this Agreement, ordinary wear and tear excepted. Equipment and other personal property purchased by CONTRACTOR for use in the parties operation of the Project shall reach an agreement remain the property of CONTRACTOR upon termination of this Agreement, unless the property was directly paid for by the DISTRICT, or the DISTRICT specifically reimbursed CONTRACTOR for the Cost incurred to purchase the property, or this Agreement provides to the contrary. 10.5 DISTRICT may Terminate for Convenience: Upon thirty (30) days written notice to CONTRACTOR, DISTRICT may, without cause and without prejudice to any other right or remedy of DISTRICT, terminate the Agreement. In such case, CONTRACTOR shall be paid for (without duplication of any items): 10.5.1 Completed and acceptable Services performed in accordance with the Agreement prior to the effective date of termination, including fair and reasonable sums for overhead and profit on whether such Work; 10.5.2 Expenses sustained prior to extend the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Agreement in connection with uncompleted Services, plus fair and reasonable sums for overhead and profit on such expenses; 10.5.3 All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 10.5.4 Reasonable expenses directly attributable to termination. 10.6 CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss not provided in Section 10.5 or the balance for the remainder of the term of the Agreement for an additional one (1) year Proprietary arising out of or resulting from such termination. 10.7 CONTRACTOR agrees, represents and warrants that no BRF CONTRACTOR employee shall be subject to Lucent Technologies Inc./Nabnasset Corporation -18- 23 beyond any contractual restriction or obligation imposed by CONTRACTOR that prohibits the then scheduled expiration date. Failure CONTRACTOR employee from being employed by the parties to reach such agreement to extend DISTRICT or a successor Project/BRF operator upon the term or agreement by employee's separation from employment with CONTRACTOR. 10.8 In the parties not to extend the term shall mean event that the Agreement shall expire on the expiration date then scheduled. Additionally, either party may terminate this Agreement if the other party is in default. A party to this Agreement is said to be in default if it commits a material breach terminated or if it ceases normal operations or becomes insolvent. In no event shall either party terminate by reason of any such default unless written notice detailing such default is given to the other party. The other party shall thereafter have thirty (30) days after such written notice to correct such default; or, if said default cannot reasonably be corrected within said thirty (30) days, the other party shall begin substantial corrective action within said thirty (30) days and shall proceed promptly to correct said default. If such corrective action is not completed within sixty (60) days after such written notice, the party not in default may at its option terminate this Agreement. Upon expiration or termination of this Agreement expires for any reason, each party DISTRICT shall return and make no further use of the propertypay to CONTRACTOR any funds, materials and including, but not limited to, funds, financing, or other items (and all copies thereof) belonging to the other party and relating to this Agreement except for any and all such property, material and other itemsamounts owed, including but not limited to Golden Mastersamounts identified in Sections 5, specifications6, work-around lists7, and Documentation8, needed and/or Exhibit E, that have not been paid to CONTRACTOR through the date of termination or expiry. To the extent payments are not received by CONTRACTOR upon the parties date of termination or expiry, DISTRICT shall pay interest in accordance with Illinois Local Government Prompt Payment Act. 11 Force Majeure 11.1 A party is not liable for failure to perform those functions and duties that survive expiration the party's obligations if such failure is as a result of an event or termination of this Agreement. If this Agreement expires or is terminated for any reason other than default by SUPPLIER, condition beyond the licenses granted under this Agreement are terminated, except that: (i) LUCENT may continue to utilize such licenses to the extent necessary for LUCENT to fulfill its support and maintenance obligations, if any, to its existing customers; and (ii) Licenses granted by LUCENT prior to termination of this Agreement, and LUCENT payment obligations, if any, with respect to PRODUCT ordered and received prior to expiration or termination and with respect to continuing Support and any other support services set forth in Exhibit D, shall survive; and (iii) Upon termination of this Agreement for reason of default by SUPPLIER, all the licenses granted to LUCENT under this Agreement shall continue until the end reasonable control of the term or extension, as the case may be, that would have been in effect pursuant to paragraph A of this Article in the absence of such termination for default. Upon the conclusion of such term Proprietary to Lucent Technologies Inc./Nabnasset Corporation or extension, LUCENT's rights and obligations with respect to such licenses shall terminate, except for the surviving rights and licenses as specified in the Agreementdisadvantaged party, including but not limited to, Acts of God (including fire, flood, earthquake, lightening, storm, hurricane tornado, or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, riot, revolution, insurrection, sabotage, military or usurped power or confiscation, civil disturbance, terrorist or public enemy acts and activities, nationalization, government sanction, any change in law, regulation, rule, requirement, interpretation or statute adopted, promulgated, issued or otherwise specifically modified or changed by any local, state or federal governmental body that has authority to clauses regulate or govern DISTRICT, blockage, embargo, or interruption or failure of electricity service, the loss or inability to obtain service from a utility necessary to furnish power or fuels for the operation and maintenance of the Project. If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of, to the extent reasonably possible the certain likelihood or actual occurrence of an event described in this Section (iForce Majeure). 11.2 Neither party shall be liable for its damages, delays or failure to perform its obligations under this Agreement, if such failure is due to any Force Majeure. The party invoking this clause shall notify the other party immediately by verbal communication and in writing of the nature and extent of the contingency within ten (10) working days after its occurrence, and shall take commercially reasonable measures to mitigate any impact of a Force Majeure. Failure to give timely notice in this Section 11 shall not prejudice nonperforming Party except to the extent that the rights of the other Party with respect to such claim are actually prejudiced and only to the extent non-claiming party incurs actual damages. 11.3 In the event of a Force Majeure, the DISTRICT agrees to enter into good faith negotiations for determination of payment of the Costs (iiincluding additional overtime and/or Project equipment charges or parts) aboveincurred by CONTRACTOR in connection with the Force Majeure. 11.4 Nothing in this Section shall be interpreted as relieving CONTRACTOR of its obligations to perform under this Agreement (including compliance with Applicable Law and regulations) following any and all Force Majeure. Additionally, this Section may not be used by either party to avoid, delay or otherwise affect any payments due to the other party. 11.5 In the event activities by employee groups or unions cause a disruption in CONTRACTOR's ability to perform at the Project, the DISTRICT, with CONTRACTOR's assistance or CONTRACTOR at its own option, may seek appropriate injunctive court orders. During any such disruption, CONTRACTOR shall operate the Project using reasonable commercial efforts until any such disruption ceases. The routine organizing of CONTRACTOR employees or other union activities in accordance with acceptable NLRB methods shall not constitute a ‘disruption’ as provided for in this section. A "Applicable Law" means any existing, change to, or new, statute, law, charter, regulation, ordinance, rule, adoption, promulgation, judgment, order, decree, permit, license, requirement, approval, permit or restriction of the appropriate Governmental Authority of competent jurisdiction, or any interpretation or administration of any of the foregoing by the appropriate Governmental Authority charged with the responsibility for the foregoing, applicable from time to time to the ownership, possession, operation, improvement, expansion, equipping, design or financing of the Plant or the performance of obligations under this Service Agreement, whether now or hereafter in effect; provided, however, that any such statute, law, charter, regulation, ordinance, rule, judgment, order, decree, permit, license, requirement, approval, restriction, interpretation or administration is lawful, applicable and binding. Applicable law includes, without limitation, Environmental Laws. B "Annual Fee" means a predetermined, firm sum for CONTRACTOR's services in accordance with the schedule set forth in Appendix E.