terminated pursuant to the terms hereof or unless either party gives written notice that it does
not wish to renew the term of this Agreement at least [NUMBER] days and no more than
[NUMBER] days prior to the expiration of the then existing term or renewal term.
b.
Notwithstanding the above, either party may terminate this Agreement, with or without cause,
upon delivering [NUMBER] days advanced written notice of its intention to terminate this
Agreement. Thereafter, this Agreement shall terminate [NUMBER] days from the date of such
written notice.
c.
Either party may immediately terminate this Agreement upon written notice to the other party
upon the occurrence of any of the following events: (i) the other party files a petition for
bankruptcy, voluntary or involuntary, (ii) the other party has a receiver appointed or makes an
assignment for the benefit of its creditors, (iii) either party dissolves or ceases to actively engage
in business, (iv) either party defaults under or substantially breaches any obligation hereunder
and the same is not substantially cured within [NUMBER] days after written notice from the
other party.
d.
Upon the termination of this Agreement as provided above, the parties shall be released from
further obligations hereunder except for accounting and payment of any fees or compensation
accrued as of the date of termination of this Agreement, the provisions relative to
confidentiality, any restrictive covenant contained herein, and any damage or liability resulting
from the breach of any representation and warranty made herein. Within ten [NUMBER] days
from the terminations date, each party shall deliver to the other any and all items designated as
Confidential Information of the other party and all materials containing any Proprietary
Information of the other. The Co-Branded Site shall be taken off line effective on the date of
termination hereof.
10.
ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between the parties with respect to
the subject matter hereof. Any previous written or oral statements, representations, communications or
agreements of every nature shall be merged into the terms of this Agreement. This Agreement may be
modified or amended only in a written amendment, duly executed by authorized representatives of
both of the parties.
GOVERNING LAW
This Agreement shall be interpreted under the laws of the [State/Province] of [STATE/PROVINCE]. Any
and all legal actions relative hereto shall be in the courts of [STATE/PROVINCE].
11.
MISCELLANEOUS CLAUSES
a.
Neither party shall be liable for delays or failures in performance resulting from causes beyond
the reasonable control of that party, including, but not limited to, acts of God, labor disputes or
disturbances, material shortages or rationing, riots, acts of war, power outages, natural disaster,
governmental regulations, communication or utility failures, or casualties.