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<br />HOST KIOSK SERVICES AGREEMENT <br /> <br />Page 6 of 14 <br /> <br />representations in Agreement § 2.2) unless <br />MED-Project takes immediate steps to cure <br />the breach. <br />10.2.3. Notice from MED-Project to Host of <br />Host’s breach of this Agreement (other <br />than a breach of the representations in <br />Agreement § 2.1) unless Host takes <br />immediate steps to cure the breach. <br />10.2.4. Notice from either Party to the other <br />Party that this Agreement is terminated <br />without cause. This Agreement shall <br />terminate seven (7) days after such notice. <br />10.2.5. If the representations and warranties <br />set forth in Agreement §§ 2.1 or 2.2 cease <br />to continue to be correct, or DEA issues a <br />notice, guidance, regulation, or other <br />communication applicable to Host, Vendor, <br />Installation Vendor, or MED-Project <br />making it reasonable to conclude that <br />activities contemplated by this Agreement <br />are viewed by DEA as impermissible or a <br />violation of Applicable Laws, this <br />Agreement shall terminate immediately. <br />10.3. Compliance with Agreement §§ 3.5.5 <br />and 3.5.6 shall be MED-Project’s sole financial <br />obligations with respect to any termination of <br />the Agreement under Agreement § 10.2. <br />10.4. If a Plan is suspended, revoked, or <br />discontinued in a Jurisdiction, MED-Project <br />may, at its sole discretion, terminate Program <br />Services for Host in that Jurisdiction by <br />providing Host seven (7) days’ notice. Host’s <br />obligations to provide Host Services for MED- <br />Project in that Jurisdiction will terminate seven <br />(7) days after such notice. Termination of <br />Program Services or Host Services under <br />Agreement § 10.4 does not terminate the <br />Agreement or otherwise affect Program <br />Services or Host Services in any other <br />Jurisdiction. <br />10.5. Compliance with Agreement §§ 3.5.5 <br />and 3.5.6 shall be MED-Project’s sole financial <br />obligation with respect to any termination of <br />Program Services pursuant to Agreement § <br />10.4. <br />11. Severability. <br />11.1. In the event any provision of this <br />Agreement shall be judicially interpreted or held <br />to be void or otherwise unenforceable as <br />written, such provision shall be deemed to be <br />revised and modified to the extent necessary to <br />make it legally enforceable. In the event that a <br />provision cannot be made legally enforceable, <br />the remaining terms of this Agreement shall be <br />enforceable as though the void or <br />unenforceable provision did not exist. <br /> <br />12. Assignment/Subcontracting. <br />12.1. Except as expressly contemplated under <br />this Agreement, including without limitation the <br />engagement by MED-Project of a Vendor and <br />Installation Vendor, neither Party shall assign or <br />subcontract any of its duties or obligations <br />hereunder or assign this Agreement or its rights <br />hereunder without the express written <br />permission of the other Party, such consent not <br />to be unreasonably withheld. Any assignment, <br />delegation, or subcontracting in violation of the <br />above shall be void and ineffective. <br />Notwithstanding this or any other provision of <br />this Agreement: (i) MED-Project shall have the <br />right at any time to substitute Vendor or <br />Installation Vendor, and (ii) each Party may <br />transfer or assign this Agreement and that <br />Party’s respective rights and obligations <br />hereunder to its successor or in connection with <br />any transfer of ownership, merger, or <br />acquisition of such Party. <br />13. Survival. <br />13.1. Agreement §§ 3.5.5, 3.5.6, 4.5.4, 6, 7, <br />8, 9, 10.3, 11, 14, 15, 16.1, 17, 18, 19, 20, 21 <br />and 22 shall survive termination of this <br />Agreement pursuant to Agreement § 10.2. <br />14. Third Party Beneficiaries.