COM 0846.001 2010-2012 - Laserfiche WebLink

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C': Careington (c) Either Client or Careington may terminate this Agreement upon ninety days (90) days prior written notice to the other for any reason. (d) Either Client or Careington may terminate this Agreement upon thirty (30) days prior written notice to the other in the event of a material breach of this Agreement that remains uncured thirty (30) days after such notice. If either Client or Careington repeats a material breach, the agreement may be terminated immediately. (e) Either Client or Careington may terminate this Agreement at any time without advance written notice upon the occurrence of a bankruptcy event. A bankruptcy event occurs if: (i) the other party suspends or goes out of business, substantially reduces business operations, becomes insolvent or unable to meet its debts as they mature, calls a meeting of its creditors, sends notice of a proposed bulk sale of all or a substantial part of its assets, sells all or substantially all of its business, makes any general assignment for the benefit of its creditors, or initiates a voluntary bankruptcy proceeding; or (ii) any petition is filed by the other party initiating a bankruptcy, reorganization, or other proceeding under any provision of the U.S. Bankruptcy Code or similar law or such a proceeding is filed against such party and is not removed or discharged within sixty(60) days after the filing thereof, or (iii) a receiver or trustee is appointed for the other party or for any or all of its property. (f) Client may terminate this Agreement upon ninety (90) days prior written notice to Careington in the event that a single non-affiliated party, or a single group of non-affiliated parties, either directly or indirectly, acquires control of Careington. For purposes of this Agreement, the term "control" shall mean either the beneficial ownership by a single non- affiliated party, or a single group of non-affiliated parties, of more than 50% of the voting securities, on a fully-diluted basis, of Careington; (g) Either Client or Careington may terminate this Agreement at any time without advance written notice upon the occurrence of a termination of the License Agreement. (h) In the event that Careington terminates this agreement pursuant to clause (d) above, Careington may continue to service existing Customers, and, for a period of one year following the date of termination of this Agreement, Client shall not directly target Customers to enroll in a similar Benefits Plan. All Marketing Fees payable to Client shall be discontinued upon termination of the Agreement. 12. Advertising Reference; Tradenames. No advertising, promotional, or other materials using the name, address, telephone number, description, facilities and/or services of Careington or Client shall be released without either Careington or Client's prior written consent, as applicable. Subject to the terms of the License Agreement, neither party hereto obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark, logo, or other proprietary designation or intellectual property of any type in which the other party or any of its affiliates has an ownership or licensee interest. Dental Discount Program Agreement Page 9