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(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other
<br />Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its
<br />debts as they become due; (B) files or has fled against it, a petition for voluntary or involuntary
<br />bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any
<br />domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment
<br />for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or
<br />similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any
<br />material portion of its property or business.
<br />(c) 1:1"lect of 1°"awppr�•at%on or Term i�nation. Upon expiration or earlier termination of this Agreement, the license
<br />granted hereunder will also terminate, and, without limiting Licensee's obligations under Section 6,
<br />Licensee shall cease using the Software and shall delete, destroy, or return all copies of the
<br />Documentation, and certify in writing to the Licensor that the Documentation has been deleted or
<br />destroyed. No expiration or termination will affect Licensee's obligation to pay all Fees that may have
<br />become due before such expiration or termination, or entitle Licensee to any refund.
<br />(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8, 9, 10, 12, 13, 14 and 15 survive any termination
<br />or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier
<br />termination of this Agreement.
<br />12. Miscellaneous.
<br />(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference
<br />and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject
<br />matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and
<br />representations and warranties, both written and oral, with respect to such subject matter. In the event of
<br />any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and
<br />any other documents incorporated herein by reference, the following order of precedence governs: (a)
<br />first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective
<br />Date; and (c) third, any other documents incorporated herein by reference.
<br />(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
<br />(each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first
<br />page of this Agreement (or to such other address that may be designated by the Party giving Notice from
<br />time to time in accordance with this Section). All Notices must be delivered by personal delivery,
<br />nationally recognized overnight courier (with all fees pre -paid), facsimile, or email (with confirmation of
<br />transmission) or certified or registered mail (in each case, return receipt requested, postage pre -paid).
<br />Notice shall be deemed delivered one (1) business day after being sent by personal delivery, nationally
<br />recognized overnight courier, facsimile or email in accordance with this Agreement, and three (3)
<br />business days after being sent by certified mail or registered mail in accordance with this Section.
<br />(c) Force Maleure. In no event shall either Party be liable to the other Party, or be deemed to have breached
<br />this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for
<br />any obligations to make payments), if and to the extent such failure or delay is caused by any
<br />circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood,
<br />fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or
<br />slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or
<br />public authority, including imposing an embargo.
<br />(d) amendment andMod ifJ at1o11;Mtdty r. No amendment to or modification of this Agreement is effective
<br />unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party
<br />of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the
<br />Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in
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