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Bux:ton <br />IDentifying Customers- <br />This Agreement shall thereafter automatically renew for subsequent one (1) year terms, unless either <br />party provides the other party with written notice of termination at least three (3) months prior to <br />expiration of the Basic Term or any subsequent renewal terms. Sections 7, 8, 13 and 14 hereof shall <br />survive the expiration or termination of this Agreement. <br />b. Termination. <br />i. Either party may terminate this Agreement if the other party <br />breaches any of the material terms of this Agreement, and the breaching party fails to cure such <br />breach within 30 days after receipt of written notice thereof from the non - breaching party. <br />ii. Either party may cancel this Agreement immediately, without <br />liability, upon the happening of any of the following or any other similar event: (1) insolvency of the <br />other party; (2) filing of any petition by or against the other party under any bankruptcy, <br />reorganization or receivership law; (3) execution of an assignment for the benefit of creditors; or (4) <br />appointment of any trustee or receiver of the other party's business or assets or any part thereof; <br />unless such petition, assignment or appointment is withdrawn or nullified within 15 days of such <br />event. <br />iii. Client may, at its option, terminate this Agreement immediately <br />upon or any time after any breach by Buxton of Section 7 or Section 8d hereof. <br />iv. Upon termination or expiration of this Agreement, (1) Buxton shall <br />provide its services for up to an additional 90 days at the prevailing price agreements unless <br />otherwise negotiated; (2) Buxton shall return all of Client's property within 10 days of Client's <br />demand for return of the same; and (3) Client shall pay all Undisputed Amounts due to Buxton <br />within ten (10) days after the final Invoice has been received from Buxton. <br />4. Approval. Buxton's services will be subject to the approval of Client as specified <br />in the CommunityID Proposal. <br />5. Ownership. <br />a. Buxton will provide its services in accordance with the terms of this <br />Agreement, including the CommunityID Proposal, and Buxton will have sufficient rights in and to <br />the external data used for analysis to permit Buxton to fulfill its obligations under this Agreement. <br />All Client customer, store and prospect data and the deliverables and outputs developed for the <br />Client by Buxton are the sole and exclusive property of the Client. All formulae, <br />2651 South Polaris Drive, Fort Worth, TX 76137 - www.buxtonco.com - 888- 2Buxton <br />