12. DISSOLUTION AND TERMINATION OF THE AGREEMENT
12.1
Events of Default
The following transactions or occurrences shall constitute material events of default (each an "Event of
Default") by the applicable party (the "defaulting party") hereunder such that, in addition to and without
prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in
equity the non-defaulting party may elect to immediately and prospectively terminate this Agreement at
the sole discretion of the non-defaulting party by giving written notice thereof to the other party within
[NUMBER] calendar days after the occurrence of an Event of Default, setting forth sufficient facts to
establish the existence of such Event of Default.
This Distribution Agreement shall be dissolved and its affairs shall be wound up upon the occurrence of
any of the following:
a. A material breach by a party of any material covenant, material warranty, or material
representation contained herein, where such defaulting party fails to cure such breach within
[NUMBER] calendar days after receipt of written notice thereof, or within such specific cure period
as is expressly provided for elsewhere in this Agreement; or
b. A party makes an attempt to make any arrangement for the benefit of creditors, or a voluntary or
involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the
event any action or proceeding is instituted relating to any of the foregoing and the same is not
dismissed within [NUMBER] calendar days after such institution; or
c. A failure by either party to make payment of any monies payable pursuant to this Agreement as
and when due. Except as otherwise provided herein, no termination of this Agreement for any
reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder
which was accrued as of the date of such termination.
12.2
Company Termination
This Agreement may be terminated immediately by Company under any of the following conditions:
a. If one of the parties shall be declared insolvent or bankrupt; or
b. If a petition is filed in any court to declare one of the parties bankrupt or for a reorganization under
the Bankruptcy Law or any similar statute and such petition is not dismissed in [NUMBER] days
or if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties; or
c. If Distributor does not pay Company within [NUMBER] days from the date that any payments are
due hereunder;
d. If Distributor otherwise materially breaches the terms of this Agreement, and such breach is not
cured within [NUMBER] days after written notice of such breach is given by Company.
12.3
Withdrawal
Either party may voluntarily withdraw from this agreement pursuant to any of the following occurrences.
Any such withdrawal shall be done in writing and shall have the effect of terminating the Agreement as of
the close of business on that day.
a. The bankruptcy, death, incapacity, or resignation of either party; or
b. A change in management or ownership of [COMPANY]; or