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#4833-2294-9365.4 <br /> <br /> <br />8 <br />written notice of non-renewal at least sixty (60) days prior to the expiration of the then- <br />current term (each a "Renewal Term" and together with the Initial Term, the "Term").] <br />(b) Termination. In addition to any other express termination right set forth in <br />this Agreement: <br />(i) Provider may terminate this Agreement, effective on written notice <br />to Customer, if Customer: (A) fails to pay any amount when due hereunder, and <br />such failure continues more than thirty (30) days after Provider's delivery of <br />written notice thereof; or (B)] breaches any of its obligations under Section 2(c) <br />or Section 6; <br />(ii) either Party may terminate this Agreement, effective on written <br />notice to the other Party, if the other Party materially breaches this Agreement, <br />and such breach: (A) is incapable of cure; or (B) being capable of cure, remains <br />uncured thirty (30) days after the non-breaching Party provides the breaching <br />Party with written notice of such breach; or <br />(iii) either Party may terminate this Agreement, effective immediately <br />upon written notice to the other Party, if the other Party: (A) becomes insolvent or <br />is generally unable to pay, or fails to pay, its debts as they become due; (B) files <br />or has filed against it, a petition for voluntary or involuntary bankruptcy or <br />otherwise becomes subject, voluntarily or involuntarily, to any proceeding under <br />any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to <br />make a general assignment for the benefit of its creditors; or (D) applies for or has <br />appointed a receiver, trustee, custodian, or similar agent appointed by order of any <br />court of competent jurisdiction to take charge of or sell any material portion of its <br />property or business. <br />(c) Effect of Expiration or Termination. Upon expiration or earlier <br />termination of this Agreement, Customer shall immediately discontinue use of the <br />Provider IP and, without limiting Customer's obligations under Section 6, Customer shall <br />delete, destroy, or return all copies of the Provider IP and certify in writing to the <br />Provider that the Provider IP has been deleted or destroyed. No expiration or termination <br />will affect Customer's obligation to pay all Fees that may have become due before such <br />expiration or termination or entitle Customer to any refund. <br />(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(a), 9, 10, and 12 <br />survive any termination or expiration of this Agreement. No other provisions of this <br />Agreement survive the expiration or earlier termination of this Agreement. <br />12. Miscellaneous. <br />(a) Entire Agreement. This Agreement, together with any other documents <br />incorporated herein by reference and all related Exhibits, constitutes the sole and entire <br />agreement of the Parties with respect to the subject matter of this Agreement and <br />supersedes all prior and contemporaneous understandings, agreements, and