Common use of Termination by Either Clause in Contracts

Termination by Either. Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; the other party breaches any of its obligations under this Agreement incapable of remedy; or the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, or admits in writing its inability to pay its debt generally as they become due. Termination by Nearmap Notwithstanding anything else in the Agreement, but subject to section 4.5, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days notice, to terminate this Agreement. Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: the License immediately terminates and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete, or return to Nearmap all Products; and subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiration or termination of this Agreement, sections 1.5, 2, 3.5, 3.6, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, 16 and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. INTELLECTUAL PROPERTY Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information, and software are owned by Nearmap and are protected by copyright, moral rights, trademark, and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in the Website, APIs any Product, or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable license to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

Termination by Either. Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; the other party breaches any of its obligations under this Agreement incapable of remedy; or the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, thereof or admits in writing its inability to pay its debt generally as they become due. Termination by Nearmap Notwithstanding Regardless of anything else in the Agreement, Agreement but subject to section 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) 10 Business Days Days’ notice, to terminate this Agreementthe Agreement and the License. Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: the License immediately terminates and the Products will no longer be available to the Licensee; the The Licensee must immediately destroy, delete, delete or return to Nearmap all Products; and subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiration expiry or termination of this Agreementthe Agreement or a License, sections 1.5, 2, 3.5, 3.6, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, 16 and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. INTELLECTUAL PROPERTY Ownership Unless otherwise indicated, the Website, the Products, the Content, Products and all associated Intellectual Property Rights, data, information, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in the Website, APIs Website or any Product, or Content Product will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable license to reproduce and display use Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

Termination by Either. Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; the other party breaches any of its obligations under this Agreement incapable of remedyremedy and Content; or the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, or admits in writing its inability to pay its debt generally as they become due. Termination by Nearmap Notwithstanding anything else in the Agreement, but subject to section 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days notice, to terminate this Agreementthe Agreement and the License. Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: the License immediately terminates and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete, or return to Nearmap all Products; and subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiration expiry or termination of this Agreementthe Agreement or a License, sections 1.5, 2, 3.5, 3.6, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, 16 and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. INTELLECTUAL PROPERTY Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information, and software are owned by Nearmap and are protected by copyright, moral rights, trademark, and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in the Website, APIs any Product, or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable license to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

Termination by Either. Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; the other party breaches any of its obligations under this Agreement incapable of remedyremedy and Content; or the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act, act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof, thereof or admits in writing its inability to pay its debt generally as they become due. Termination by Nearmap Notwithstanding anything else in the Agreement, Agreement but subject to section 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) 10 Business Days Days’ notice, to terminate this Agreementthe Agreement and the License. Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: the License immediately terminates and the Products will no longer be available to the Licensee; the The Licensee must immediately destroy, delete, delete or return to Nearmap all Products; and subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiration expiry or termination of this Agreementthe Agreement or a License, sections 1.5, 2, 3.5, 3.6, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, 16 and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. INTELLECTUAL PROPERTY Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in the Website, APIs any Product, Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable license to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.