Common use of Effect of Termination or Expiration Clause in Contracts

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: : (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The 12.4.1 Upon the natural expiration of this Agreement, LICENSOR hereby grants to LICENSEE a royalty-free, fully paid-up right and non-exclusive license to use the Licensed Know-How for the purpose of the Development and Commercialization of the Licensed Products in the Field within the Territory. 12.4.2 Upon termination or the natural expiration of this Agreement, LICENSEE shall pay to LICENSOR all amounts due to LICENSOR as of the effective date of termination or expiration within [***] ([***]) days following the effective date of termination or expiration. 12.4.3 Upon termination of this Agreement, LICENSEE shall have the right to sell its remaining inventory of Licensed Product for a period of [***] ([***]) days following the termination of this Agreement so long as LICENSEE is able to do so in compliance with Applicable Laws and has fully paid, and continues to fully pay when due, any and all Royalties, Milestone Payments and Sublicense Fees owed to LICENSOR, and LICENSEE otherwise is not in material breach of this Agreement. 12.4.4 Subject to Section 12.4.3, upon termination of this Agreement, all licenses granted by LICENSOR to LICENSEE shall notterminate, provided that any sublicenses granted by LICENSEE hereunder shall survive; provided further that each sublicensee is then in full compliance with its sublicense agreement and promptly agrees in writing to be bound by the applicable terms of this Agreement and agrees to pay directly to LICENSOR the amounts due thereunder. 12.4.5 Upon termination of this Agreement for LICENSEE’s breach pursuant to Section 12.2 or Section 12.3: (a) Relieve BARTECH LICENSEE hereby grants to LICENSOR a non-exclusive, royalty-bearing (pursuant to subsection (d) below), worldwide, transferable, perpetual and irrevocable license, with the right to sublicense, to Use any Intellectual Property Rights Controlled by LICENSEE that are necessary for the Development or Commercialization of the obligation from filling orders placed by Distributor Licensed Products and accepted by BARTECH prior were not already required to the effective date of the termination or expiration; provided, however, that as a condition precedent be assigned to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due LICENSOR pursuant to BARTECH prior to shipment;Section 6.3. (b) Entitle Distributor To the extent permitted by applicable Regulatory Authorities, LICENSEE shall at LICENSOR’s sole cost and expense (i) transfer to any termination or expiration compensation or LICENSOR all Regulatory Filings, Regulatory Approvals and data (including safety data) held by LICENSEE with respect to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Licensed Products and Spares at that time (ii) to the property of the Distributor and which are extent subsection (i) is not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid permitted by the Distributor as follows: (1) 75% for Product applicable Regulatory Authority, permit LICENSOR to be returned cross-reference and rely upon any Regulatory Approvals and Regulatory Filings filed by LICENSEE with respect to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norLicensed Products. (c) Relieve Distributor of its obligation to protect the confidential information Upon LICENSOR’s request and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration so long as LICENSOR was not otherwise in breach of this Agreement, Distributor LICENSEE shall not retain use Commercially Reasonable Efforts to continue, at LICENSOR’s sole cost and shall return to BARTECH expense, all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as on-going Development for a consequence of, mutually agreed upon migration period after termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a Agreement, which period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed less than [***] ([***]) [***] unless otherwise agreed to by the Parties (“Migration Period”). During the Migration Period, LICENSEE shall use Commercially Reasonable Efforts to provide such knowledge transfer and other training to LICENSOR or its Affiliates or a waiver Third Party, at LICENSOR’s sole costs and expense that is designated in writing by LICENSOR (“Designated Affiliate/Third Party”) as reasonably necessary for LICENSOR or the Designated Affiliate/Third Party to continue such activities. In connection with such transfer, LICENSEE shall, at LICENSOR’s option: (i) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensed Product at the cost paid by LICENSEE to manufacture such Licensed Product; (ii) transfer to LICENSOR or the Designated Affiliate/Third Party all Licensee Inventory owned by LICENSEE at the cost paid by LICENSEE for such Licensee Inventory; and (iii) assign to LICENSOR or the Designated Affiliate/Third Party any agreements with Third Parties related exclusively to the Development or Commercialization of any subsequent breachthe Licensed Products. As used herein, “Licensee Inventory” means all components and works in process produced or held by LICENSEE with respect to the manufacture of Licensed Product.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein16.01. Upon termination or expiration of this Agreement, Distributor all rights granted herein shall forthwith terminate, and: A. Franchisee shall immediately cease to operate the Franchised Unit as an SBC Retail Unit, and shall not retain thereafter, directly or indirectly, represent to the public that the business is an SBC Retail Unit; B. Franchisee shall immediately and permanently cease to use, by advertising or in any manner whatsoever, any menus, recipes, confidential food for formulae, equipment, methods, procedures, and the techniques associated with the System, Franchisor's Proprietary Marks, and Franchisor's other trade names, trademarks and service marks associated with the SBC System. In particular, and without limitation, Franchisee shall cease to use all signs, furniture, fixtures, equipment, advertising materials, stationery, forms, packaging, containers and any other articles which display the Proprietary Marks; C. Franchisee agrees, in the event Franchisee continues to operate or subsequently begins to operate a restaurant, coffee shop or other businesses, not to use any reproduction, counterfeit, copy, or colorable imitation of the Proprietary Marks in conjunction with such other business which is likely to cause confusion or mistake or to deceive, and further agrees not to utilize any trade dress, designation of origin, description, or representation which falsely suggests or represents an association or connection with Franchisor; D. Franchisee agrees, upon termination or expiration of this Agreement or upon cessation of the Franchised Business at the location specified in Section I hereof for any reason, whether or not Franchisee continues to operate any business at such location, and whether or not Franchisee owns or leases the location, to make such modifications or alterations to the Franchised Unit premises immediately upon termination or expiration of this Agreement or cessation of operation of the Franchised Business as may be necessary to prevent the operation of any businesses thereon by Franchisee or others in derogation of this Section XVI, and shall return make such specified additional changes thereto as Franchisor may reasonably request for that purpose. The modifications and alterations required by this Section XVI shall include, but are not limited to, removal of all trade dress, proprietary marks and other indicia of the SBC System; E. Franchisee shall immediately pay all sums owing to BARTECH Franchisor and its subsidiaries and affiliates. In the event of termination for any default by Franchisee, such sums shall include all BARTECH confidential information in its possession or control damages, costs and expenses, including originals reasonable attorneys' fees, incurred by Franchisor as a result of the default; and F. Franchisee shall immediately turn over to Franchisor the Manual, all other manuals, records, files, instructions, correspondence and any and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect other materials relating to the operation of the Products Franchised Business in Franchisee's possession and Spares all copies thereof (all of which are acknowledged to be Franchisor's property) and shall become payable in place retain no copy or record of any of the payment terms previously agreed foregoing, with the exception of Franchisee's copy of this Agreement, any correspondence between the parties;, and any other documents which Franchisee reasonably needs for compliance with any provision of law. 16.02. Franchisor shall have the right (ebut not the duty) BARTECH to be exercised by notice of intent to do so within thirty (30) days after termination or expiration of this Agreement, to purchase any and Distributor each all improvements, equipment, advertising and promotional materials, ingredients, products, materials, supplies, paper goods and any items bearing Franchisor's Proprietary Marks at current fair market value. If the parties cannot agree not on a fair market value within a reasonable time, an independent appraiser shall be designated by Franchisor, and his determination of fair market value shall be binding. If Franchisor elects to hire an employee exercise any option to purchase herein provided, it shall have the right to set-off all amounts due from Franchisee under this Agreement and the cost of the other appraisal, if any, against any payment therefor. 16.03. In the event the premises of the Franchised Unit are leased to Franchisee, Franchisee shall, upon termination or any person who has been employed by either party during the previous 6 months during the term expiration of this Agreement and upon request by Franchisor, immediately assign, set over and transfer unto Franchisor, at Franchisor's sole option and discretion, said lease and the premises, including improvements. Any such lease entered into by Franchisee shall contain a clause specifying the landlord's consent to assign such lease to Franchisor or its assignee in the event this Agreement is terminated. 16.04. Franchisee shall pay to Franchisor all damages, costs, and expenses, including reasonable attorneys' fees, incurred by Franchisor in seeking recovery of damages caused by any action of Franchisee in violation of, or in obtaining injunctive relief for a period the enforcement of, any portion of one (1) year following this Section XVI. Further, Franchisee acknowledges and agrees that any failure to comply with the provisions of this Section XVI, shall result in irreparable injury to Franchisor. 16.05. All provisions of this Agreement which, by their terms or intent, are designed to survive the expiration or termination of this Agreement, shall so survive the expiration and/or termination of this Agreement. 16.06. Franchisee shall comply with the covenants contained in Section XIII of this Agreement. 16.07. Franchisee shall execute such documents as Franchisor may reasonably require to effectuate termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed franchise and Franchisee's rights to have been dully received at use the time trademarks and systems of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedFranchisor. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The (a) Upon any termination or expiration of this Agreement Agreement: (i) each party shall not: promptly return to the other all Proprietary Technical Materials and technical data previously provided to it and shall certify that all copies thereof have been destroyed, (aii) Relieve BARTECH LICENSEE shall immediately cease further marketing and distribution of the obligation from filling orders placed by Distributor and accepted by BARTECH Film or Product, except to fulfill sales for which it was contractually committed prior to such termination, (iii) each party shall immediately pay to the effective date other all sums which remain due and owing under this Agreement, (iv) all licenses and rights of each party hereunder shall terminate and each party shall immediately cease using the other's name, trademarks and trade names, (v) all obligations as to confidentiality and all restrictions imposed on either party by any warranty, remedy, liability limits or disclaimers in this Agreement, along with the Terms and Conditions shall survive the termination or expiration; providedexpiration of this Agreement, howeverin accordance with their terms, and (vi) each party shall provide to the other a certificate of an executive officer of it certifying that as a condition precedent to filling any such order, BARTECH may demand that it has complied with all of the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment;requirements of this Section 13(a). (b) Entitle Distributor to any Upon termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement whichby SOUTHWALL, to that extent LICENSEE must, if so instructed by SOUTHWALL, promptly return all unsold Film and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be SOUTHWALL for credit, provided such unsold Film and Product is returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of receipt of written notice from SOUTHWALL and is in the effective date same condition as that in which it was delivered to LICENSEE, as determined in the sole, commercially reasonable judgment of the termination SOUTHWALL's quality assurance department. LICENSEE shall return such unsold Film and Product freight prepaid. If SOUTHWALL does not request LICENSEE to return Film or expiration of this Agreement. Distributor agrees that it Product, all payments for such unreturned Film or Product shall be responsible for all costs become immediately due and risks associated with returning any Hardware Products and agrees payable to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norSOUTHWALL. (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this AgreementAgreement by LICENSEE, Distributor shall not retain LICENSEE may at LICENSEE's option return all unsold Film and Product to SOUTHWALL for credit, provided such unsold Film and Product is returned within thirty (30) days of termination and is in the same condition as that in which it was delivered to LICENSEE, as determined in the sole, commercially reasonable judgment of SOUTHWALL's quality assurance department. LICENSEE shall return such unsold Film and Product freight prepaid. In case LICENSEE does not choose to BARTECH return the unsold Film and Product within such 30 day period, all BARTECH confidential information in its possession or control including originals payments for such unreturned Film and all copies. Upon, or as a consequence of, termination or expiration:Product shall become immediately due and payable to SOUTHWALL. (d) All outstanding unpaid invoices in respect of the Products and Spares The following provisions shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term survive termination of this Agreement Agreement: 1, 6(a), 10, 11, 12, 13, 14, 15, 16 and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided17. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement: (i) In the event that this Agreement is terminated by Company for other than a breach by Distributor under Section 10(b)(i) or (ii), Company will reacquire Company Products then in Distributor's possession at prices equal to the lesser of book value based upon a straight-line * * * depreciation schedule, or fair market value as determined jointly by Company and Distributor. In no event will such reacquiring prices be greater than the prices originally paid by Distributor for purchasing such Products. (ii) For all orders or portions thereof which were submitted to Company by Distributor prior to the effective date of termination, the provisions of Section 10(d) shall control. Additionally, Company shall have the right to demand from Distributor written assurances that Distributor will meet all of its obligations under Section 2(d) with respect to the Company Product for which the orders were submitted and, if Distributor fails to provide adequate assurances that it will meet its obligations, Company may, sell Company Product directly to Distributor's customers and treat Distributor, after termination or expiration, as an independent representative. In such an event, Distributor shall be relieved of its Section 2(d) obligations, and Company shall pay to Distributor a commission of * * * % of the actual price paid by the customer to Company for such Company Products. (iii) Distributor shall cease using any Company trademark, trade name, logo or designation. (iv) Within one month after termination, Distributor will provide, in writing: (w) all relevant information, to the extent Distributor has the same, concerning all customer contacts for Company Products, including but not retain limited to the name, title, company, address, phone number and shall return to BARTECH e-mail address if such contacts; (x) a report on the status of all BARTECH confidential information pending and prospective orders at customers in its possession or control the Territory, including originals the main customer contact, product requirements, delivery requirements and all copies. Uponkey decision makers, as well as any commitments on price, specifications, or terms; (y) a list of all installed Company Product and their locations, with location contacts, in the Territory; and (z) any open support issues regarding such installed Company Products. Additionally, within -------------- * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as a consequence of, termination or expiration:*****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (dv) All outstanding unpaid invoices in respect At Company's request upon the event of the Products and Spares shall become payable in place any expiration or termination other than termination due to an uncured breach by Distributor of the payment terms previously agreed between the parties; (e) BARTECH and its Exhibit C obligations, Distributor each agree not is obligated to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and continue to meet its Exhibit C obligations for a period of one no less than six (16) year following months after such termination or expiration. Notwithstanding the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted foregoing, in the manner providedevent that termination is the result of an uncured breach by Distributor relating to Distributor's failure to meet its Exhibit C obligations, then Distributor, at its election, shall either: (x) for a period of * * * (* * *) months after termination continue to conduct itself in accordance with the no-compete provision of Section 2(g), above; or (y) pay to Company an amount equal to * * * percent (* * * %) of Distributor's probe card purchases from Company for the * * * (* * *) months immediately preceding termination. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The Other Rights and Obligations a. Expiration of this Contract is deemed to be a termination of this Contract, without regard to whether OHA and Contractor enter into a successor contract, except that: (1) OHA need not furnish a Legal Notice or any other type of notice of termination for a termination by expiration; (2) If OHA offers Contractor a successor contract to be effective immediately upon expiration of this Agreement Contract, then OHA will provide Contractor with Legal Notice of the proposed terms and conditions of the Contract and within fourteen (14) days of receipt of the successor contract, Contractor shall notprovide OHA with Legal Notice if Contractor does not intend to enter the successor contract. Such Legal Notice will not relieve Contractor of any undertakings Contractor has provided to OHA in the procurement for the successor contract; (3) If OHA and Contractor enter into a successor contract that is effective immediately after expiration of this Contract, then OHA may waive those duties of Contractor relating to termination of this Contract that OHA deems unnecessary in view of the successor contract; and (4) Contractor shall perform the actions described in Sec. 10 of this Ex. D relating to Transition Plan and close-out activities, but only to the extent required by OHA in writing. Contractor shall provide a Transition Plan, to the extent required by OHA in writing, ninety (90) days before expiration of this Contract. b. The terms and conditions of Paragraph b of Section 11, Exhibit D in the Medicaid Contract are incorporated by reference and have the same force and effect as though they are fully set forth herein. c. Unless OHA provides Contractor with Legal or Administrative Notice that Contractor shall do otherwise, Contractor shall, during the Transition Period or during the ninety (90) day period SUHFHGLQJ WKLV &RQWUDFW¶V ([SreLceUiveDcWonLtinRuitQy o f 'DWH services, do all of the following: (a1) Relieve BARTECH of Continue to provide services to Members for the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; providedperiod in which a CCO Payment has been made, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipmentincluding inpatient admissions up until discharge; (b2) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profitsPlan and carry out an orderly and reasonable transfer of Member care in progress, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; those Members are hospitalized; (3) 25% for a Product Continue to provide timely submission of information, reports and records, including Encounter Data, required to be returned provided to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between OHA during the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration Term of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipmentContract; norand (c4) Relieve Distributor Continue to make timely payment of its obligation Valid Claims for services to protect Members for dates of service during the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration Term of this AgreementContract. d. The terms and conditions of Paragraph d of Section 11, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted Exhibit D in the manner providedMedicaid Contract are incorporated by reference and have the same force and effect as though they are fully set forth herein. (g) e. The waiver terms and conditions of Paragraph e of Section 11, Exhibit D in the Medicaid Contract are incorporated by BARTECH reference and have the same force and effect as though they are fully set forth herein. f. The terms and conditions of any breach Paragraph f of any terms of this Agreement shall not prevent Section 11, Exhibit D in the subsequent enforcement of that term Medicaid Contract are incorporated by reference and shall not be deemed a waiver of any subsequent breachhave the same force and effect as though they are fully set forth herein.

Effect of Termination or Expiration. The Upon the termination or expiration of this Agreement for any reason, the following shall notoccur: (a) Relieve BARTECH of a. All rights, licenses, privileges and obligations granted or received by the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor parties under this Agreement shall immediately cease and terminate, except as specifically preserved, extended or imposed by this Section. b. The Reseller may continue to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock unsold inventories of the Covered Supplier’s Products on in Reseller’s possession at the time of termination in accordance with the terms set out and conditions of the Agreement. Except in cases where this Agreement which, to that extent and is terminated by one party for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term breach of this Agreement and by the other party, for a period of one (1) year following the termination ***** after such termination, Supplier agrees to process Reseller’s orders for Supplier’s Products that relate to Reseller’s quotations with Prospective Customers that were issued prior to termination. c. Following Reseller’s sale or disposition of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received any Supplier Products remaining in inventory at the time of actual delivery or when sent by telex or fax or three business days after it was posted in termination, Reseller shall cease to use any of Supplier’s Trademarks and shall, within a reasonable period of time, remove any reference to Supplier from its advertising and promotional material, including the manner providedReseller’s web site. (g) The waiver by BARTECH of any breach of any d. Any monies due and payable according to the terms of this Agreement shall be paid within 30 days of the termination of this Agreement. e. Reseller shall return to Supplier all unused advertising and promotional materials for Supplier’s Products in the possession of Reseller which are not prevent obsolete and in their original packaging and otherwise dispose of as Supplier may direct, all sales manuals, price lists, data sheets, technical materials, advertising materials, and other data relating to the subsequent enforcement Supplier Products or Supplier that may have been furnished to Reseller. f. Neither party hereto shall be liable to the other party for damages, losses, indemnity, compensation, costs or expenses of that term any kind or character whatsoever on account of the expiration or termination of ***** Portion for which confidential treatment requested. this Agreement, whether such damages, losses, costs or expenses arise from the loss of Prospective sales, or expenses incurred or investments made in connection with the establishment, development or maintenance of the Reseller’s or Supplier’s business, creation of goodwill, markets and customers for the Products or any other reason whatsoever. Notwithstanding anything to the contrary contained herein, such expiration or termination shall not be deemed affect any claim, demand, liability or right (a) of the Reseller or Supplier arising pursuant to this Agreement prior to the expiration or termination hereof, or (b) of Supplier arising after expiration or termination in connection with the sale by the Reseller of its remaining inventory of the Products or in connection with a waiver breach of any subsequent breachother term which survives the termination of this Agreement.

Effect of Termination or Expiration. The termination When this Agreement expires or expiration is terminated by either party hereto pursuant to the terms of this Agreement shall notAgreement: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior MistAway may at its option cancel any or all unfilled Orders given to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipmentit hereunder; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor Dealer shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock use any Intellectual Property Rights of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; norMistAway; (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor Dealer shall not retain and shall return to BARTECH immediately destroy all BARTECH confidential information promotional materials in its possession or under its control including originals containing, bearing or covered by any Trademarks of MistAway together with all photos, films, videotapes and all copies. Upon, or as a consequence of, termination or expiration:reproductions of any of such materials; (d) All outstanding unpaid invoices Dealer shall immediately take all appropriate steps to remove and cancel its listings in respect telephone books, directories, public records or elsewhere, which state or indicate that Dealer is a distributor of MistAway, and to cancel all advertising contracts or arrangements pertaining to any of the Products and Spares shall become payable in place of the payment terms previously agreed between the partiesProducts; (e) BARTECH Dealer shall continue to be obligated to pay for Orders for Products from MistAway (except to the extent such Orders are cancelled by MistAway as hereinabove provided), whether filled prior to or after such expiration or termination and Distributor each agree not to hire an employee pay and perform all other accrued obligations of Dealer to MistAway as of the other date of such expiration or any person who has been employed by either party during termination and such accrued obligations, and all obligations which this Agreement clearly contemplates to be performed after the previous 6 months during the term expiration or termination of this Agreement (including, without limitation, Dealer’s covenants, indemnities, and for a period of one (1other obligations under Sections 5, 6, 7, 8 and 9(c) year following and this Section 12), shall survive the expiration or termination of the Agreement except by written mutual consent;this Agreement; and (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and MistAway shall not be deemed a waiver liable to Dealer because of the expiration or termination of, or refusal of MistAway to extend, this Agreement for compensation, reimbursement, or damages on account of the loss of prospective profits or loss of goodwill or on account of loss or liability of Dealer in respect of expenditures, investments, leases or any type of commitments (including bids and tenders for government or other contracts) made in connection with the business of Dealer, or any other damages, losses or liabilities of any subsequent breachkind. WITHOUT LIMITING THE FOREGOING, DEALER IS HEREBY WARNED THAT ANY TENDER, BID OR COMMITMENT BY DEALER TO, OR ANY CONTRACT BY DEALER WITH, PURCHASERS OF PRODUCTS, OR OTHERS, IS MADE BY DEALER AT ITS OWN RISK AND THAT UPON THE TERMINATION OR EXPIRATION OF THIS AGREEMENT, MISTAWAY MAY NOT CONTINUE TO ACCEPT DEALER’S ORDERS FOR PRODUCTS, AND DEALER MAY THEREFORE BE UNABLE TO FULFILL SUCH TENDERS, BIDS, COMMITMENTS OR CONTRACTS.

Effect of Termination or Expiration. The Upon the termination or expiration of this Agreement for any reason, the following shall notoccur: (a) Relieve BARTECH of a. All rights, licenses, privileges and obligations granted or received by the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor parties under this Agreement shall immediately cease and terminate, except as specifically preserved, extended or imposed by this Section. b. The Reseller may continue to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock unsold inventories of the Covered Supplier’s Products on in Reseller’s possession at the time of termination in accordance with the terms set out and conditions of the Agreement. Except in cases where this Agreement which, to that extent and is terminated by one party for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term breach of this Agreement and by the other party, for a period of one (1) year following the termination ***** after such termination, Supplier agrees to process Reseller’s orders for Supplier’s Products that relate to Reseller’s quotations with Prospective Customers that were issued prior to termination. c. Following Reseller’s sale or disposition of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received any Supplier Products remaining in inventory at the time of actual delivery or when sent by telex or fax or three business days after it was posted in termination, Reseller shall cease to use any of Supplier’s Trademarks and shall, within a reasonable period of time, remove any reference to Supplier from its advertising and promotional material, including the manner providedReseller’s web site. (g) The waiver by BARTECH of any breach of any d. Any monies due and payable according to the terms of this Agreement shall be paid within 30 days of the termination of this Agreement. e. Reseller shall return to Supplier all unused advertising and promotional materials for Supplier’s Products in the possession of Reseller which are not prevent obsolete and in their original packaging and otherwise dispose of as Supplier may direct, all sales manuals, price lists, data sheets, technical materials, advertising materials, and other data relating to the subsequent enforcement Supplier Products or Supplier that may have been furnished to Reseller. Execution Copy—September 26, 2005 ***** Portion for which confidential treatment requested. f. Neither party hereto shall be liable to the other party for damages, losses, indemnity, compensation, costs or expenses of that term any kind or character whatsoever on account of the expiration or termination of this Agreement, whether such damages, losses, costs or expenses arise from the loss of Prospective sales, or expenses incurred or investments made in connection with the establishment, development or maintenance of the Reseller’s or Supplier’s business, creation of goodwill, markets and customers for the Products or any other reason whatsoever. Notwithstanding anything to the contrary contained herein, such expiration or termination shall not be deemed affect any claim, demand, liability or right (a) of the Reseller or Supplier arising pursuant to this Agreement prior to the expiration or termination hereof, or (b) of Supplier arising after expiration or termination in connection with the sale by the Reseller of its remaining inventory of the Products or in connection with a waiver breach of any subsequent breachother term which survives the termination of this Agreement.

Effect of Termination or Expiration. The (a) Upon the expiration or termination of this Agreement: (i) JJM shall return to Integra all Confidential Information pertaining to Products or expiration this Agreement, including without limitation all information relating to existing and potential customers of the Products; (ii) neither Integra nor JJM shall, in any way, interfere with the transfer of any personnel who were located on the site of the other party during the Term back to the party with which such individual is employed; (iii) to the extent permitted under applicable law, JJM shall diligently and expediently take the necessary steps to transfer all product registrations and applications for approval that were filed with respect to the Products and Product Improvements in JJM's name (including, without limitation, any ▇▇ ▇▇▇▇▇) and all other permits, licenses, approvals, consents and clearances of Governmental Authorities related to the Products (collectively, the "Registrations and Permits") to Integra or its designated Affiliate in a commercially reasonable time frame. To the extent that such transfers are not permitted under applicable law, JJM shall use reasonable and practical efforts to cooperate with Integra in its efforts to resubmit such Registrations and Permits in Integra's or Integra's designee's name and shall provide any existing data and documentation requested by Integra to achieve the same; (iv) the responsibilities of the Joint Steering Committee shall be limited to planning and coordinating the orderly transitions of the Excisional Wound Trials and the Chronic Wound Trials from JJM to Integra, and JJM shall promptly transfer to Integra any data produced in connection with the Excisional Wound Trials and the Chronic Wound Trials, which data shall be the property of Integra and may be utilized by Integra in the submission of its regulatory filings; (v) the license to reproduce the Licensed Trademark granted by Integra to JJM pursuant to Section 5.2 hereof shall terminate automatically upon the later of (A) the date which is six months from the Termination Date or (B) the date on which JJM completes its distribution of any Products purchased pursuant to this Agreement; JJM shall not use any other trademark developed by it expressly for use with the Products for a period of three years beginning on the date on which the license to reproduce the Licensed Trademark terminates in accordance with this Section 29.3(a)(v) (provided that this Section 29.3(a)(v) shall not apply to any trademarks used by JJM generally in JJM's Wound Care Business); (vi) any rights and interests to the Funded Inventions (other than Jointly-Owned Inventions) in the Field shall automatically revert to Integra, including the royalty free non-exclusive license granted to JJM pursuant to Section 21.1 hereof, any rights of JJM pursuant to sublicenses granted to third parties and any additional licenses or rights of first refusal previously obtained by JJM; (vii) JJM shall retain any rights and interests pursuant to the terms of any licenses to the Funded Technology outside the Field, including any royalties due pursuant to Section 21.2 hereof and any other payments due to it; (viii) any Jointly-Owned Inventions shall remain jointly owned by Integra and JJM; (ix) JJM shall not be entitled to recover any prior payments or funding made to Integra pursuant to this Agreement; (x) JJM shall cease to be obligated to pay any ongoing costs of the R&D Funding or Chronic Wound Trials or Excisional Wound Trials, other than such costs incurred prior to the Termination Date; and (xi) JJM shall continue to provide, at Integra's expense, any services it was providing at the time of termination in connection with the Excisional Wound Trial and/or Chronic Wound Trials until the earlier of (x) the date which is six months from the Termination Date or (y) an orderly transition to Integra or to a third party vendor for such trials was completed. (b) JJM SHALL BE ENTITLED TO NO COMPENSATION OR OTHER PAYMENT FROM INTEGRA AS A RESULT OF THE EXPIRATION OF THIS AGREEMENT OR DUE TO THE EARLY TERMINATION HEREOF IN ACCORDANCE WITH THE TERMS HEREOF; PROVIDED THAT NOTHING IN THIS SECTION 29.3(b) SHALL PREVENT JJM FROM PURSUING CLAIMS FOR WRONGFUL TERMINATION OR, IN THE EVENT THAT JJM TERMINATES THIS AGREEMENT PURSUANT TO SECTION 29.2(e), FOR DAMAGES. (c) Sections 5.2, 8.1(a), 8.1(c), 13.2, 20.1, 21.1, 21.3, 29.3 and 29.4 and Articles VII, IX, X, XI, XXV, XXVI, XXVIII and XXXI of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of survive the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession the extent applicable, notwithstanding any breach by Integra or control including originals and all copies. Upon, JJM of their respective obligations hereunder or as a consequence of, termination or expiration:thereunder. (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms Termination of this Agreement shall not prevent be in addition to any other remedy available to the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breachterminating party at law or equity.

Effect of Termination or Expiration. The (a) Upon termination or expiration of this Agreement pursuant to Section 8.2(b) or (c) or 8.3(a), (b) or (c), Q-Med will furnish to the Purchaser a complete inventory of all work-in-progress for the Manufacture of the Licensed Product and an inventory of all finished Licensed Product. Unless otherwise agreed to between the Parties, all stock on hand as of the termination of this Agreement will be dealt with promptly as follows: (i) Licensed Products Manufactured pursuant to Firm Orders accepted by Q-Med will be delivered by Q-Med to the Purchaser, whereupon the Purchaser will pay Q-Med therefore in accordance with the terms of this Agreement; and (ii) Work-in-progress commenced by Q-Med against accepted Firm Orders accepted by Q-Med or work-in-progress or finished Licensed Product commenced or finished in reliance on the quantity of Licensed Product forecasted for the current calendar month and the immediately succeeding three (3) calendar months in the forecast delivered to Q-Med on or before the first day of the current calendar month will be completed by Q-Med and delivered to the Purchaser, whereupon the Purchaser will pay Q-Med therefore in accordance with the terms of this Agreement. (b) Upon termination of this Agreement by Q-Med pursuant to Section 8.2(a), (d) or (e), the Purchaser shall not:immediately return to Q-Med all finished Licensed Product then held by the Purchaser. The Purchaser shall bear all expenses for transportation of such Licensed Products and the Purchaser shall pay to Q-Med an amount equal to Q-Med's cost for all Licensed Products Manufactured pursuant to Firm Orders from the Purchaser, work-in-progress commenced by Q-Med against accepted Firm Orders from the Purchaser and work-in-progress or finished Licensed Product commenced or finished in reliance on the quantity of Licensed Product forecasted for the current calendar month and the immediately succeeding three (3) calendar months in the forecast delivered to Q-Med on or before the first day of the current calendar month. (c) Upon termination of this Agreement pursuant to Section 8.2 or 8.3, each of the Purchaser and Q-Med will immediately at its expense return to the other Party all proprietary and confidential documents, work papers and other material of the other Party and its Affiliates relating to the transactions contemplated hereby obtained from that other Party or its Affiliates pursuant to this Agreement, whether so obtained before or after the execution hereof, and all copies, extracts or other reproductions, in whole or in part thereof which may have been made by or on behalf of the Purchaser or Q-Med or their respective representatives, as the case may be, and shall deliver to the other Party or destroy all notes or memorandum or other stored information of any kind containing, reflecting or derived from such documents, work papers and other material, except that one archival copy may be retained by each Party's outside counsel or in-house counsel. The return or destruction, as applicable, of such documents, work papers and other material (and all copies, extracts or other reproductions in whole or in part thereof) pursuant to this Section 8.4(c) shall be certified in writing by an authorized officer supervising the same. This Section 8.4(c) shall not apply to information obtained pursuant to any other Transaction Agreement. Notwithstanding such return or destruction, each Party will continue to be bound by its obligations of confidentiality under Article XI herein. Each Party shall not use or disclose to any Person any information derived from such confidential and proprietary documents, work papers and other material of the other Party and shall be responsible for preventing the disclosure of any such information as provided in Article XI. (d) (i) Upon termination of this Agreement by reason of Section 8.2 or 8.3, all obligations of the Parties hereunder shall terminate, except for Article XI [Confidentiality], Sections 7.4 [Non-Compete], 8.4 [Effect of Termination or Expiration], 10.4 [Duty of First Offer], 12.6 [Arbitration], 12.12 [Expenses] and 12.20 [Publicity], and (a) Relieve BARTECH of the obligation from filling orders placed by Distributor [Non-Compete] shall immediately terminate and accepted by BARTECH prior to the effective date of six (6) months after the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor all obligations pursuant to Section 7.4(b) [Non-Compete] shall not retain terminate and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon(y) Section 8.2(a), or as a consequence of(b), termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; or (e) BARTECH and Distributor each agree not ), all obligations pursuant to hire an employee Section 10.4 [Duty of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice First Offer] shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedterminate. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or (a) Upon expiration of this Agreement shall not(for any reason other than pursuant to the provisions of Section 6.2), Q-Med will promptly furnish to QMS a complete inventory of all work-in-progress for the Manufacture of the Licensed Products and an inventory of all finished Licensed Products. Unless otherwise agreed to between the Parties, all stock on hand as of such termination will be dealt with promptly as follows: (ai) Relieve BARTECH Licensed Products Manufactured pursuant to Firm Orders accepted by Q-Med will be delivered by Q-Med to QMS, whereupon QMS will pay Q-Med therefor in accordance with the terms of the Supply Agreement; (ii) For a period of [*] months following termination, QMS shall be entitled to sell in the ordinary course of business any Licensed Products comprising its inventory (and all Licensed Products then in transit or subject to Firm Orders); provided that, absent evidence of justifying market conditions that QMS shall have the burden to establish, QMS shall * Confidential treatment requested; certain information omitted and filed separately with the SEC. not sell Licensed Products at a per Unit price less than the average Unit price obtaining in the [*] months preceding such termination (all such sales shall be subject to all applicable terms of this Agreement and the License Agreement, including QMS’ obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance report and pay any amounts which might otherwise be due applicable Royalties with respect to BARTECH prior to shipment;those sales). (b) Entitle Distributor to any Upon termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement whichpursuant to the provisions of Section 6.2, to that extent and for this purpose onlythe following provisions shall apply: (i) If Q-Med is the Terminating Party, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: it may either (1) 75% for Product buy back all of QMS’ inventory of Licensed Products at the Purchase Price of such Licensed Product, provided it elects to be returned to BARTECH do so within twelve months [*] days of delivery; termination in which event QMS shall thereafter cease any sales of the Licensed Products, or (2) 50% permit QMS for a Product period of [*] months after termination to sell in the ordinary course of business any Licensed Products comprising QMS’ inventory of all Licensed Products (and all Licensed Products then in transit or subject to Firm Orders); provided that, absent evidence of justifying market conditions that QMS shall have the burden to establish, QMS shall not sell Licensed Products at a per Unit price less than the average Unit price obtaining in the [*] months preceding such termination (all such sales shall be subject to all applicable terms of this Agreement and the License Agreement, including QMS’ obligation to report and pay applicable Royalties with respect to those sales). (ii) If QMS is the Terminating Party, it may either (1) sell all of its inventory of Licensed Products to Q-Med at the Purchase Price of such Licensed Products, or (2) accept delivery by Q-Med of all Firm Orders and thereafter for a period of [*] months after * Confidential treatment requested; certain information omitted and filed separately with the SEC. termination sell in the ordinary course of business any Licensed Products comprising its inventory (and all Licensed Products then in transit or subject to Firm Orders); provided that, absent evidence of justifying market conditions that QMS shall have the burden to establish, QMS shall not sell Licensed Products at a per Unit price less than the average Unit price obtaining in the [*] months preceding such termination (all such sales shall be subject to all applicable terms of this Agreement and the License Agreement, including QMS’ obligation to report and pay applicable Royalties with respect to those sales). (c) Upon expiration or termination of this Agreement pursuant to Section 6.2, each of QMS and Q-Med will immediately at its expense return to the other Party all proprietary and confidential documents, work papers and other material of the other Party and its Affiliates relating to the transactions contemplated hereby obtained from that other Party or its Affiliates pursuant to this Agreement, whether so obtained before or after the execution hereof, and all copies, extracts or other reproductions, in whole or in part thereof which may have been made by or on behalf of QMS or Q-Med or their respective representatives, as the case may be, and shall deliver to the other Party or destroy all notes or memorandum or other stored information of any kind containing, reflecting or derived from such documents, work papers and other material, except that one archival copy may be retained by each Party’s outside counsel or in-house counsel. The return or destruction, as applicable, of such documents, work papers and other material (and all copies, extracts or other reproductions in whole or in part thereof) pursuant to this Section 6.3(c) shall be certified in writing by an authorized officer supervising the same. Notwithstanding such return or destruction, each Party will continue to be returned bound by its * Confidential treatment requested; certain information omitted and filed separately with the SEC. obligations of confidentiality under Article 8 herein. Each Party shall not use or disclose to BARTECH between twelve any Person any information derived from such confidential and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four proprietary documents, work papers and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list material of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it other Party and shall be responsible for all costs preventing the disclosure of any such information as provided in Article 8. Further, in the event that QMS is selling off inventory pursuant to Section 6.3(a) over a [*] month period, it may be necessary for QMS to maintain certain documentation to effectuate a permitted sell off hereunder, and risks associated with returning any Hardware Products so, therefore, the archival copy referenced above shall function in such capacity to facilitate the permitted sell off and agrees QMS will continue to permit BARTECH reasonable access for purposes be bound by its obligations of inspection prior to reshipment; norconfidentiality under Article 8 herein. (cd) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect obligations of the Products Parties hereunder shall terminate, except for Section 3.5, Article IV, Section 5.4, Section 6.3, Section 7.2, Section 8.1 and Spares shall become payable in place of Article IX; provided, that termination will not relieve a defaulting or breaching Party from any liability to the payment terms previously agreed between other Party, including the parties;obligation to pay invoiced amounts when due. (e) BARTECH and Distributor each The Parties agree not to hire an employee of that in connection with any action by the other or any person who has been employed by either party during Terminating Party against the previous 6 months during Breaching Party, the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and Terminating Party shall not be deemed entitled to claim or recover lost profits or similar damages unless the Breaching Party is determined to have willfully and intentionally committed a waiver material breach of a material obligation under this Agreement. Subject to the provisions of Section 6.4, the Parties further agree that in any action alleging that Q-Med is the Breaching Party, QMS shall not seek nor shall any court have the power or authority by agreement of the Parties to appoint, or grant a license in, to, or under any Q-Med IP (as such term is defined in the License Agreement) to, a Third Party as an alternative or supplementary manufacturer of any subsequent breachof the Licensed Products. * Confidential treatment requested; certain information omitted and filed separately with the SEC.

Effect of Termination or Expiration. The Without prejudice to any right or remedy available to Manufacturer or Dealer, as applicable hereunder, at law or in equity, upon termination or expiration of this Agreement shall notfor any reason: (a) Relieve BARTECH 20.1 all rights of Dealer or Manufacturer, as applicable, hereunder shall end; 20.2 Dealer will cease to represent itself as a dealer of the obligation from filling orders placed Products and will cease to sell, advertise, market and promote the Products in any manner whatsoever. For the avoidance of doubt, Dealer will continue to be entitled to sell, advertise, market and promote the Products held in stock by Distributor and accepted by BARTECH prior to the effective date Dealer at the moment of the termination of the Agreement and not repurchased by Manufacturer during the shortest possible but reasonable term, not to exceed twelve (12) months, as from termination of the Agreement to be able to liquidate such stock; 20.3 Dealer will immediately cease use of the Trademarks and forthwith remove from the Points of Sale and from the Website, any sign, display, inscription or expiration; providedother indication that bears any Trademark or indicates that Dealer sells any of the Products, howeverand will not thereafter use any of Manufacturer’s name, that as a condition precedent symbol, trademark, tradename, including any of the Trademarks, tending to filling any such order, BARTECH may demand give the impression that the Distributor pay relationship between Manufacturer and Dealer under this Agreement still exists, except in advance connection with the sale of Products held in stock by the Dealer at the moment of the termination of the Agreement and pay any amounts which might otherwise not repurchased by Manufacturer, not to exceed six (6) months as from the termination of the Agreement to be due able to BARTECH prior to shipmentliquidate such stock; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing 20.4 an inventory of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on hand will be taken by Dealer and such inventory will forthwith be shared with Manufacturer within ten (10) days; 20.5 Manufacturer will have the terms set out in this Agreement which, right to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's repossess Product inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be then paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurancewill, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of from the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall have the option to repurchase all or any portion of the remaining Product inventory at the original invoice price thereof less the cost of refurbishing to be agreed upon prior to the return of the Products; 20.6 Dealer will return to BARTECH Manufacturer all BARTECH confidential information in its possession promotional, publicity or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to sales material which have been dully received at the time supplied to it by Manufacturer, within ten (10) days; and 20.7 The Parties will return all copies of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH confidential information, including without limitation, all documents and data of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breachkind communicated by Manufacturer or Dealer, as applicable.

Effect of Termination or Expiration. The In the event of termination or expiration of this Agreement, (a) Omrix shall wind down its activities under this Agreement as rapidly as is commercially practical and, pursuant to Ethicon's written instructions, deliver to Ethicon all finished and unfinished Product to be delivered to Ethicon, and, at Ethicon's cost, deliver to Ethicon, or to a third party specified by Ethicon, any Ethicon Components not yet processed into Product; and (b) all payment obligations for Products requested by Ethicon to be delivered by Omrix and actually received by Ethicon prior to the termination or expiration of this Agreement pursuant to binding orders shall not: continue to apply as well as any payment obligations for all Products delivered to Ethicon after termination and not returned (aat Ethicon's sole option) Relieve BARTECH of to Omrix within fifteen (15) days after such delivery; (c) neither Party shall be deemed to release the obligation other Party hereto from filling orders placed by Distributor and accepted by BARTECH any liability which at such time has already accrued or which thereafter accrues from a breach or default prior to such termination, provided that neither Party shall have any obligation to the effective date of the termination or expiration; providedother Party, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any employee of the other Party, for compensation for lost profits, goodwill or for damages of any order for the sale, rental, lease or licensing of Covered Products kind arising by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date virtue of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes , whether on account of inspection prior to reshipment; nor (c) Relieve Distributor the loss by the other Party or such employee of its obligation to protect the confidential information and trade secrets present or prospective sales, investments, compensation or goodwill as a result of BARTECH under paragraph 14 herein. Upon such termination or expiration expiration; (d) Ethicon shall have one hundred eighty (180) days after the receipt of the final shipment of Product from Omrix in which to sell its stock of any Products it possesses or has committed to purchase under this AgreementAgreement and (e) the non-terminating Party under Section 11.4 or 11.5 or Ethicon if Ethicon terminates this Agreement pursuant to Section 11.2, Distributor shall not retain deliver to the other Party a copy of all documentation and shall return to BARTECH all BARTECH confidential information data in its possession or control including originals and all copies. Upon, relating to any clinical studies or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of Regulatory Approvals relating to the Products and Spares shall become payable in place of use its commercially reasonable efforts to provide the payment terms previously agreed between Party with all information necessary to continue any ongoing clinical trials or studies. Each Party agrees that if such Party provides documentation and/or data as contemplated above, the parties; (e) BARTECH receiving Party shall have a perpetual, unrestricted right to use such documentation and/or data for any and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedall lawful purposes. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.

Effect of Termination or Expiration. The termination or expiration of this Agreement shall not: (a) Relieve BARTECH of the obligation from filling orders placed by Distributor and accepted by BARTECH prior to the effective date of the termination or expiration; providedIF THIS AGREEMENT IS TERMINATED OR EXPIRES, howeverOR IF MOTOROLA CANCELS ANY OF MASTER DISTRIBUTOR'S ORDERS FOR THE PRODUCTS WHICH REMAIN UNDELIVERED ON THE EFFECTIVE DATE OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, that as a condition precedent to filling any such orderEACH SUCH ACT OR OCCURRENCE, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment;AS APPLICABLE, IN AND OF ITSELF OR IN COMBINATION, CANNOT OPERATE TO CREATE A CLAIM IN MASTER DISTRIBUTOR AGAINST MOTOROLA FOR ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR LOSS OF PROFITS OR PROSPECTIVE PROFITS) WHICH ARE IN ANY WAY RELATED TO THE SALE OR PURCHASE OF PRODUCTS OR SERVICES UNDER THIS AGREEMENT. (b) Entitle Distributor All sums owed by either party to any termination or expiration compensation or to any the other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall become due and payable immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the upon termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor. (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Master Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Uponshall, or as a consequence ofwithin five (5) working days of such Version: January 23, 2003 4 [***] Denotes Confidential Treatment Requested termination or expiration:, deliver to such address as Motorola shall specify all Motorola property, including, but not limited to; all equipment, customer data, software items, catalogs, drawings, designs, engineering photographs, samples, literature, sales aids and any confidential business information and trade secrets of Motorola in Master Distributor's possession along with all copies. (d) All outstanding unpaid invoices Upon termination or expiration of this Agreement, Motorola shall be relieved of any obligation to make any further shipments under this Agreement and, with respect to termination, may cancel all of Master Distributor's unshipped orders for the Products, irrespective of previous acceptance by Motorola. Motorola shall have no obligation or liability to Master Distributor, its Resellers or prospective customers of any Reseller in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties;connection with any such cancellations unaccepted orders. (e) BARTECH and Motorola's acceptance of any order by Master Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following Products after the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver by BARTECH of any breach of any terms expiration of this Agreement shall not prevent the subsequent enforcement be construed as a renewal or extension of that term and shall not be deemed this Agreement, nor as a waiver of termination or expiration of this Agreement. (f) The terms, provisions, representations and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either or both parties shall so survive the completion of performances and termination or expiration of this Agreement, including without limitation the making of any subsequent breachand all payments due under this Agreement.

Effect of Termination or Expiration. Upon the date on which termination of this Agreement becomes effective, or at the end of the term of this Agreement (unless it is immediately succeeded by a new written agreement between the parties): (a) Dealer shall forthwith cease all use of any of the Trademarks and return to the Company all parts books, service manuals, signs illustrating Products or bearing any of the Trademarks and all other items supplied by the Company. Dealer shall transfer to the Company or to its nominees all its orders for Products and deposits received from customers, provided Dealer shall be entitled to receive a commission in respect of any outstanding orders for specific retail customers previously accepted by the Company. (b) The Company shall have the option to reacquire from Dealer each unused, undamaged and unsold Motor car in Dealer's stock, at a price to be determined by the Company. The Company shall likewise have the option of purchasing other Products in Dealer's possession and any signs, brochures or other promotional materials which were purchased from the Company, at their original cost to Dealer, less a reasonable discount for use, damage or deterioration; provided, however, that if Dealer shall cease to be a Dealer for any reason other than termination of this Agreement by Dealer, then the Company shall purchase and reacquire unused, undamaged and unsold parts and accessories listed in the price list current at that time at a price equal to Dealer net price less stock discount and a 15% handling charge. (c) Dealer will promptly remove at its own expense all signs bearing any of the Trademarks and will destroy all letterheads, stationery and other forms used by Dealer bearing any of the Trademarks. Dealer will forthwith discontinue representing itself to be an authorized dealer in any way. Dealer further agrees to take all steps necessary to change as soon as possible its telephone directory listings and advertisements to eliminate any reference to the Trademarks. Dealer agrees that as a result of any continued unauthorized representation that Dealer is an authorized dealer in Products the Company would suffer damage in an amount difficult or impossible to ascertain. Accordingly, Dealer agrees to pay the Company, as liquidated damages and not as a penalty, $500 for the breach of its obligations under this Subsection (c) for each day that such breach continues and the costs, including reasonable attorneys' fees, that the Company may incur in enforcing compliance with this Subsection. The right of the Company to such liquidated damages and costs is in addition to all other rights and remedies which the Company may elect to invoke including, but expressly not limited to, injunction and specific performance. (d) Dealer shall turn over to the Company, free of charge, all of its sales records, service records and customer lists and other records and data relating to the sales and service of Motor cars. (e) Dealer shall return to the Company all data processing equipment (including but not limited to terminals, keyboards and printers) provided to Dealer by the Company, which equipment remains the property of the Company. (f) The acceptance of any order from, or the sale of any Products to, Dealer after the termination or expiration of this Agreement shall not: (a) Relieve BARTECH not be construed as a renewal or extension thereof nor as a waiver of termination, but in the obligation from filling orders placed absence of a new written agreement signed by Distributor both parties, each such transaction shall be considered to be undertaken pursuant to a contract at will and accepted shall otherwise be governed by BARTECH prior provisions identical to the effective date of the termination or expiration; provided, however, that as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration relevant provisions of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Upon, or as a consequence of, termination or expiration: (d) All outstanding unpaid invoices in respect of the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner provided. (g) The waiver Dealer warrants and represents to the Company that all property returned by BARTECH Dealer to the Company pursuant to this Section 17 will be free and clear of all liens, encumbrances and security interests. Dealer agrees to indemnify the Company and hold it harmless from all liability, loss and damage, including reasonable attorneys' fees, arising out of or resulting from any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term foregoing representation and shall not be deemed a waiver of any subsequent breachwarranty.

Effect of Termination or Expiration. The 25.1 Except as specifically provided in Section 24 above, upon the termination or the expiration of this Agreement Agreement, all rights of ITOCHU and any Approved Sublicensee or Subdistributor to use the JOE'S Intellectual Property, including, without limitation, rights to manufacture, distribute, offer to sell, sell and advertise the Licensed, Products shall not: (a) Relieve BARTECH terminate or, as appropriate, be assigned to JOE'S. ITOCHU will execute, and will cause the Approved Sublicensees or Subdistributors to execute, any instruments requested by JOE'S that are necessary or desirable to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance Shall be without consideration other than the mutual covenants contained in this Agreement. JOE'S may thereafter license the right to use the Trademarks and/or Design Rights in connection with the manufacture, wholesale, offer for sale at wholesale, distribution and Advertising of the obligation from filling orders placed by Distributor and accepted by BARTECH prior Products in the Territory. Prior to the effective date expiration of this Agreement, but no sooner than six (6) months before the expiry of the Term of this Agreement, JOES may license the right to use the JOE'S Intellectual Property as provided for in Section 2.1 to any other party, provided that any such license agreement shall not commence before the first day after the last day of the Term of this Agreement. 25.2 In the event of any expiration or termination of this Agreement, all existing individual contracts for the Imported Products shall be fulfilled pursuant to the terms of this Agreement even after the expiration or expiration; termination hereof, and any rights and obligations of either Party accrued before the expiration or termination hereof shall in no way be affected by the expiration or termination hereof: provided, however, that if this Agreement is terminated pursuant to Section 23.1 or 23.2 above, such terminating Party shall have the right to terminate or rescind any individual contract or purchase orders for the Imported Products. 25.3 Under no circumstances shall ITOCHU or any Approved Sublicensee or Subdistributor be entitled, directly or indirectly, to any form of compensation or indemnity from JOE'S, or its affiliates, licensees or distributors, as a condition precedent to filling any such order, BARTECH may demand that the Distributor pay in advance and pay any amounts which might otherwise be due to BARTECH prior to shipment; (b) Entitle Distributor to any termination or expiration compensation or to any other compensation for lost profits, goodwill or for any order for the sale, rental, lease or licensing of Covered Products by BARTECH or any of its authorized distributors. The Distributor shall immediately cease to sell the Covered Products provided that subject to next clause, BARTECH will permit the Distributor to sell its existing stock consequence of the Covered Products on the terms set out in this Agreement which, to that extent and for this purpose only, will stay in force; Nevertheless, BARTECH at its sole option will repurchase, at Distributor's option, all expiration or any part of Distributor's inventory of new and unused Hardware Products as follows: the Distributor shall offer for sale to BARTECH all Products and Spares at that time the property of the Distributor and which are not the subject to binding contracts for sale. BARTECH shall be under no obligation to repurchase all or any of those Covered Products or Spares but shall notify its determination whether or not to repurchase any or all of them within four weeks of the offer being made. The price to be paid for such Covered Products and Spares shall be a percentage of the Quoted Price paid by the Distributor as follows: (1) 75% for Product to be returned to BARTECH within twelve months of delivery; (2) 50% for a Product to be returned to BARTECH between twelve and twenty-four months of delivery; (3) 25% for a Product to be returned to BARTECH between twenty-four and thirty-six months of delivery. The cost of insurance, packaging, freight and any other costs which may be payable in respect of a returned Product shall be borne (as between the Distributor and BARTECH) by the Distributor and less any deduction determined by BARTECH because the Hardware Products are shop-worn, incomplete, obsolete or outdated. BARTECH' obligation to repurchase shall expire if Distributor does not provide BARTECH with a written list of the Hardware Products to be repurchased within thirty (30) days of the effective date of the termination or expiration of this Agreement. Distributor agrees that it shall be responsible for all costs and risks associated with returning any Hardware Products and agrees to permit BARTECH reasonable access for purposes of inspection prior to reshipment; nor (c) Relieve Distributor of its obligation to protect the confidential information and trade secrets of BARTECH under paragraph 14 herein. Upon termination or expiration of this Agreement, Distributor shall not retain and shall return to BARTECH all BARTECH confidential information in its possession or control including originals and all copies. Uponwhether as a result of the passage of time, or as a consequence ofresult of any other cause of termination referenced in this Agreement. ITOCHU waives, termination and shall cause each Approved Sublicensee or expiration: (d) All outstanding unpaid invoices Subdistributor to waive, any claim which it has or which it may have in the future against JOE'S or its affiliates, licensees or distributors arising from any alleged goodwill created by ITOCHU or any Approved Sublicensee or Subdistributor with respect to the Products, or from their alleged creation or increase of a market for the Products and Spares shall become payable in place of the payment terms previously agreed between the parties; (e) BARTECH and Distributor each agree not to hire an employee of the other or any person who has been employed by either party during the previous 6 months during the term of this Agreement and for a period of one (1) year following the termination of the Agreement except by written mutual consent; (f) Any such notice shall be deemed to have been dully received at the time of actual delivery or when sent by telex or fax or three business days after it was posted in the manner providedTerritory. (g) The waiver by BARTECH of any breach of any terms of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.