Payment

Order/Invoice Information

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Cancellation Policy

Term. This Agreement shall commence on the Effective Date and shall remain in effect for one year thereafter unless terminated earlier pursuant to this Agreement; provided, however, that if there is an SOW for which the Parties have obligations that extend beyond such termination date, the terms of this Agreement shall continue to apply to such SOW until all obligations in such SOW have been satisfied. This Agreement will renew automatically for subsequent one-year periods unless a Party provides written notice of non-renewal at least thirty (30) days prior to expiration of the applicable period

Termination. Either Party may immediately terminate this Agreement or any SOW for “cause” if: (i) the other Party fails to perform its material obligations under this Agreement and such failure is not corrected within thirty (30) days after receipt of written notice of the breach from the non-breaching Party, or (ii) the other Party has appointed a trustee for the benefit of its creditors, becomes insolvent, bankrupt or initiates a voluntary dissolution.

Effects of Termination. Termination of this Agreement or any SOW by either Party shall not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination release Customer from any obligation to pay all fees and expenses that have accrued or that Customer has agreed to pay under any SOW under this Agreement up to the date of termination. The Parties’ rights and obligations under Sections 2.3, 5.3, 6, 7, 8, 9, 10 (subject to the next sentence of this Section 2.3), 11, 12, 13 and 14 shall survive termination of this Agreement. Upon termination of this Agreement by Vendor for cause or by Customer for any reason, all licenses granted to Customer hereunder shall immediately terminate. If any license granted under this Agreement expires or otherwise terminates, Customer shall (a) immediately cease using the licensed materials, and (b) certify to Vendor within thirty (30) days of expiration or termination that Customer has destroyed or returned to Vendor such materials and all copies thereof remaining in Customer’s possession. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials.