Term & Termination

The term of this Agreement starts on the Effective Date and will extend for the period of one (1) year following the Hosting Start Date (the “Initial Term”), unless earlier terminated in accordance with this Section 12.  After the Initial Term, this Agreement shall automatically renew on each anniversary of the Hosting Start Date on the same terms and conditions unless the Agreement is terminated in writing by not less than ninety (90) days prior notice by either party or amended by written agreement of both parties.

Right to Terminate for Breach. Each party has the right, without prejudice to its other rights or remedies, to terminate the Agreement, by written notice to the other party if the other party is in material breach of its obligations under the Agreement. And, if the breach is capable of cure, it fails to remedy that breach within ninety (90) days after receiving written notice from the other party requiring it to do the same.

Termination upon Default. In the event of a Substantial Breach, the non-breaching Party shall, without limiting any other rights it may have in law or equity, have the right to terminate this agreement without cost, penalty, or process of law upon giving a minimum of forty-eight (48) hours prior written notice to the breaching Party.

Consequences of Termination. Upon termination or expiry of this Agreement, or an Order Form for any reason AwareX from and after the date of the Termination Notice until the effective date of the termination or expiry of this Agreement, as stated in the Termination Notice, AwareX shall continue to perform and complete the Services in accordance with the terms of this contract. Customer shall continue to be liable for the payment to AwareX of the Fees for the Products and Services provided to Customer up to and including the effective date of the termination and independent of and not restricted by or related to any other milestone. At that time AwareX shall return or, at Customer’ written instruction, destroy all Confidential Information belonging to Customer and any Customer Data in its possession.  AwareX shall immediately deliver to Customer any Customer-owned deliverables produced as part of the provision of Products and/or Services; such delivery shall be at AwareX’s cost, provided that Customer shall be responsible for such costs if the termination is as a result of Customer’s breach.  Customer shall provide access and AwareX shall remove any AwareX equipment from any Customer sites.  Each party shall return immediately to the other any and all property (and all copies thereof) which is in that party's possession or under its control and which belongs to the other party and which was provided or made available solely for the purpose of the affected Order Form(s).  AwareX shall, at its then applicable professional services rates, provide Customer with all reasonable assistance and consultation to ensure a smooth and timely transition of any terminated or expired Services to ensure that all Customer Confidential Information, data and back-up copies of such data which is related to the terminated or expired awareX Subscription Service are so far as possible, transferred to Customer, in an electronic format and by such date as reasonably requested by Customer; and in any event purged from AwareX’s Servers within thirty (30) days of the effective date of the termination or expiration; provide all reasonable assistance to ensure that any relevant data is successfully migrated across to any other system; and provide a final handover report to Customer.

Customer may cancel the exit services described above or any element of them at any time upon giving not less than thirty (30) days' notice. Where a termination is based on a breach by Customer of its payment obligations, then, prior to AwareX being required to provide the transition assistance described herein, Customer shall pay to AwareX all amounts due and owing to AwareX and pay AwareX (on a monthly basis and in advance) all fees and estimated expenses (subject to reconciliation) in respect of such transition assistance.

Accrued Rights and Liabilities. Any termination of the Agreement, or an Order Form (or partial termination thereof) shall not (i) affect any accrued rights or liabilities of either party  (ii) affect the coming into force or the continuance in force of any provision of the Agreement, or an Order Form or other contract which is expressly or by implication intended to come into or continue in force on or after such termination or (iv) terminate any license then in force which has been granted to Customer under this Agreement, or an Order Form.

Order Forms to Continue. Unless expressly stated otherwise in writing by Customer, any termination of the Agreement shall not terminate any Purchase Orders which have already been placed by Customer or which are otherwise still in effect.

Survival. The following sections shall survive the termination or expiration of this Agreement for any reason: Intellectual Property 8, Confidential Information 9, Consequences of Termination 12.4, Accrued Rights and Liabilities 12.5, Indemnification 13, Warranty and Disclaimer 14 and Limitation of Liability 15 and any payment obligations incurred prior to the expiration or termination of this Agreement.