Common use of Rights and Obligations on Termination Clause in Contracts

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will have the following rights and obligations: (a) Termination of this Agreement will not release either party from the obligation to make payment of all amounts then or thereafter due and payable. (b) If and to the extent applicable, the Company will have the right, at its option, to repurchase from the Distributor all or any part of the Distributor’s inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, as of the termination date at the Company’s invoiced price (plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Section 7.6(b) by notifying the Distributor in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the termination of the Agreement. (c) The Distributor’s and The Company’s obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will survive termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligations. (d) Within thirty (30) days of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor. (e) Upon termination, the Distributor will discontinue the use of any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will shall have the following rights and obligations: (a) Termination of this Agreement will shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.; (b) If and to the extent applicable, the Company will Distributor shall have the right, at its option, right to require Supplier to repurchase from the Distributor all or any part of the all of Distributor’s inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, possession as of the termination date at the CompanySupplier’s invoiced price (plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) to the Distributor for such Products, other than Product less depreciation calculated on a thirty six (36) months, straight-line basis and less any appropriate amount for which purchased orders were provided excessive wear and tear, plus freight to the Supplier shipping point. Distributor by its clients. The Company may shall exercise its option under this Section 7.6(b) subsection by notifying the Distributor Supplier in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the termination of the Agreement. (c) The Distributor’s and The Company’s obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will Article 9 hereof shall survive termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligationsAgreement. (d) Within thirty (30) days of the effective date of terminationtermination of this Agreement, the Distributor will shall furnish to the Company Supplier with a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold which are still covered by Supplier warranty. In addition, Distributor agrees to furnish Supplier with complete information as to calls or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days status of any negotiations for the sale of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the DistributorProducts. (e) Upon terminationTermination of this Agreement shall not release Supplier from (a) obligation to deliver to Distributor the Products ordered by it under any accepted Purchase Order not yet delivered by the Supplier, the Distributor will discontinue the use of and (b) any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b) above, if and to the extent applicable, the Distributor will not be under any relevant obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of detailed in this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the towards Distributor’s customers with respect which have already purchased any of the Products (including but not limited to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.warranty obligation set in Section 7 hereinabove);

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will have the following rights and obligations: (a) Termination of this Agreement will not release either party from the obligation to make payment of all amounts then or thereafter due and payable. (b) If and to the extent applicable, the Company will have the right, at its option, to repurchase from the Distributor all or any part of the Distributor’s inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, as of the termination date at the Company’s invoiced price (plus exclusive of any additional actual reasonable and direct costs which the Distributor actually paid shipping or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced pricepackaging charges or taxes) to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Section 7.6(b7.5(b) by notifying the Distributor in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the termination of the Agreement. PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) The Distributor’s and The Company’s obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.94.10, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will survive termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligations. (d) Within thirty (30) days of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor. (e) Upon termination, the Distributor will discontinue the use of any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b7.5(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b7.5(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products... (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will Parties shall have the following rights and obligations: (a) 16.3.1 Termination of this Agreement will shall not release either party Party from the obligation to make payment of all amounts then or thereafter due and payable. (b) If and to the extent applicable, the Company will 16.3.2 The terminating Party shall have the right, at its option, to repurchase cancel any or all Purchase Orders which provide for delivery after the effective date of termination provided that such cancellation shall not release Parties from the Distributor all or any part of the Distributor’s inventory of Products in good repair relevant obligations and which are in good re-sellable condition in the Distributor’s possession, as of the termination date at the Company’s invoiced price (plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of liabilities incurred in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Termination Inventory as further described in Section 7.6(b) by notifying the Distributor in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the 16.3.3 below. 16.3.3 Upon termination of the Agreement. , Company shall provide Sonim with an inventory report for all finished goods, work-in-progress (c“WIP”) The Distributor’s and The Company’s obligations pursuant component parts (Sonim Components and Company Components) in its possession (collectively “Termination Inventory”). Company will exercise [***] to Sections 1.3, 1.4, 3.1, 3.2reduce liability associated with the Termination Inventory including through resale and reuse of such Termination Inventory. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will survive termination of If Company fails to deliver this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect inventory report to such obligations. Sonim within sixty (d) Within thirty (3060) days of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expiredSonim shall have no liability for any excess materials. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor. (e) Upon termination, the Distributor will discontinue the use of Sonim shall be liable for any and all advertising Termination Inventory, including undelivered finished goods (provided such finished goods are in conformance with Specifications) prepared or purchased pursuant to applicable rolling forecast and promotional activities, and will immediately returnPO as well as Sonim’s written approval. All such Termination Inventory shall be surrendered to Sonim, at the Sonim’s cost, upon Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect receipt of payment. 16.3.4 Should Company choose to any Products subject to Section 7.6(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of terminate this Agreement for any reason whatsoeveror refuse to accept any additional Purchase Orders without terminating this Agreement, Sonim has the right to choose obtaining the Company-owned product design and production information required to make or have the Product(s) made. However, in the event that Sonim desires to make or have the Products made continuously after termination, Company will provide a reasonable quotation for the types and quantities of the information including, but not limited to, object code, source code, processes, specifications, technical documentation and drawings, work instructions, jig, fixture and tooling drawings, material lists, bills of materials, equipment requirements, test procedures, processes, and scripts, etc. Subject to the agreements between Company and third-party vendors, if any, Company agrees to provide to Sonim such information and license(s) to make or have the Products made after Sonim has paid the mutually agreed-to price in accordance with the Company’s reasonable quotation. Company shall be free to directly or indirectly contact and engage in business with any and all retain ownership of the Distributor’s customers with respect to information and Sonim may create derivative works only for the Product purpose of continuing the production, support, and enhancement of the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaidProduct(s).

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will have the following rights and obligations: (a) Termination of this Agreement will not release either party from the obligation to make payment of all amounts then or thereafter due and payable. (b) If and to the extent applicable, the Company will have the right, at its option, to repurchase from the Distributor all or any part of the Distributor’s inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, as of the termination date at the Company’s invoiced price (plus exclusive of any additional actual reasonable and direct costs which the Distributor actually paid shipping or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced pricepackaging charges or taxes) to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Section 7.6(b7.5(b) by notifying the Distributor in writing no later than thirty (30) **** days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 **** months following the termination of the Agreement. PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) The Distributor’s and The Company’s obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.94.10, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will survive termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligations. (d) Within thirty (30) days of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor. (e) Upon termination, the Distributor will discontinue the use of any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b7.5(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b7.5(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products... (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reasonpursuant to Section 13.1 above, the parties will shall have the following rights and obligations: (a) Termination of this Agreement will shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable. (b) If In the event of termination under Section 13.1(c) or 13.1(d), Contractor and to the extent applicable, the Company will have work closely to minimize the rightcost of termination to both Company and Contractor. Contractor will comply with the production plans provided by Company during the 365 days following notice of termination. During this time period, Company will purchase from Contractor all scheduled Finished Goods and at its optionthe end of this period, will purchase any unconsumed Purchased Materials inventory affected by termination. Contractor agrees, in the event of termination under Section 13.1 (c) or 13.1(d) to, (i) terminate all open purchase orders for Purchased Materials at a point in time that is consistent with the production plan so as to repurchase from avoid as much as possible the Distributor all or any part acquisition of excess Purchased Materials, (ii) pursue the return for refund of the Distributor’s inventory cost of Products Purchased Materials already received but not in good repair and which are in good re-sellable condition in Manufacture at the Distributor’s possession, as end of the 365 day termination date at period, and (iii) follow all reasonable instructions to minimize the cost of such termination to Company’s invoiced price (plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Section 7.6(b) by notifying the Distributor in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the termination of the Agreement. (c) The Distributor’s and The In the event of termination under Section 13.1, Contractor shall return all of Company’s obligations pursuant to Sections 1.3Materials, 1.4documents, 3.1, 3.2Provided Equipment and supplies via ship method requested by Company. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 The shipping cost will survive termination be at the expense of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligationsCompany. (d) Within thirty (30) days Contractor’s obligation under Section 9 will still be enforced notwithstanding termination of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributorthis Agreement. (e) Upon In the event of termination under Section 13.1, Company will not be liable to purchase or otherwise compensate Contractor for his expenses for acquisition of any equipment, whether purchased from Company or purchased on the open market, or processing supplies used to Manufacture Product at any time during, or at the end of, the termination period. Similarly, Company, will not be held liable by Contractor for any other expenses associated with termination, such as employee compensation, relocation expenses, facility refurbishment, etc. (i) In the Distributor event of termination under Section 13.1, any Provided Equipment may either be purchased by Contractor, or returned to Company. If Provided Equipment is to be purchased by Contractor, both parties will discontinue establish and agree on a purchase price. Such a purchase price will be based on the use value of the Provided Equipment in the accounting records of the Company, or on the fair market value of the Provided Equipment at that point in time, whichever is greater. Company will deliver to Contractor a ▇▇▇▇ of sale for Provided Equipment after the end of the termination period and after receipt of payment of the price negotiated by both parties. The exact payment terms and conditions will be negotiated and agreed to by both parties prior to the purchase of the Provided Equipment. (ii) If Provided Equipment is to be returned to Company, Company will be liable for associated expenses to include de-installation at Contractor’s facility, crating and other preparation for shipment, shipment, customs charges, delivery to Company’s facility, installation and any and all advertising and promotional activities, and repair of damage caused by de-installation or shipping necessary to make the Provided Equipment fully functional. Contractor will immediately returnbe responsible for expenses to refurbish Contractor’s facilities after Provided Equipment is returned to Company. (iii) In the event of termination under Section 13.1, at the end of the termination period, Company has the option to acquire Contractor’s equipment used to Manufacture Product. If Company elects to exercise their option to purchase Contractor’s equipment, and Contractor agrees to sell its equipment to Company, Contractor and Company will negotiate a mutually acceptable price for purchase of Contractor’s equipment. Contractor will provide Company a ▇▇▇▇ of sale for the equipment and all equipment manuals, maintenance procedures, spare parts lists, to include suppliers of spare parts, drawings, engineering blueprints and any other documents necessary to maintain and operate the equipment, upon delivery of the equipment to Company’s expensedesignated freight forwarder. Company will be responsible for de-installation, crating, shipping and all customs expenses. If Contractor’s personnel are used to de-install and otherwise prepare the equipment for shipment, Contractor and Company shall agree on the amount to be charged for such services prior to initiation of those services. Contractor will be solely responsible for any expenses to reconfigure or refurbish its facilities after de-installation of equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b) above, if . Payment terms and conditions will be as negotiated between Company and Contractor prior to the extent applicable, the Distributor will not be under any obligation sale of Contractor’s equipment to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will shall have the following rights and obligations: (a) Termination of this Agreement will shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable., nor shall any such termination prevent or restrict the terminating party from pursuing all of its rights and remedies against the terminated party for any breaches of this Agreement by the terminated party; (b) If and to the extent applicable, the Company will CARD shall have the right, at its option, to repurchase (i) cancel any or all accepted purchase orders which provide for delivery after three (3) months from the Distributor all or effective date of termination, and/or (ii) repurchase any part or all of the Distributor’s inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, possession as of the per termination date at the CompanyCARD’s invoiced price (plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) to the Distributor for such Products, other than Product less an appropriate amount for which purchased orders were provided to Distributor by its clientswear and tear. The Company may CARD shall exercise its option under this Section 7.6(b) subsection by notifying the Distributor in writing no later than thirty sixty (3060) days after the effective termination date. The Company may deduct any amounts owed In no event shall CARD’s option to it by the Distributor, whether for payment purchase be at a price in excess of Products or otherwise, from the amount due the Distributor for the repurchase by the Company 50% of the Productsoriginal price charged to Distributor on such Products elected to be purchased. The Distributor will be permitted to resell any such inventory of Products that the Company In case CARD does not repurchase from the exercise its option in accordance with this paragraph, Distributor for a period of 3 months following the termination may dispose of the Agreement.Products only within the Territory; (c) The Distributor’s and The CompanyCARD’s obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will Article 10 shall survive termination of this Agreement until the Agreement. No other of CARD’s obligations set forth in the applicable section are fully satisfied and the statute hereunder shall survive termination of limitations has expired with respect to such obligationsthis Agreement. (d) Within thirty (30) days of the date of termination, the Distributor will furnish to the Company a list of all the Distributor’s active sales leads, current customers and the place of destination of all Products sold or distributed CARD may terminate this Agreement in the immediately preceding twelve event Distributor fails to purchase the minimum quantity of Products required pursuant to Article 12.2 (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of terminationd), the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor. (e) Upon termination, the Distributor will discontinue the use of any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company but neither party shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect or indemnification whatsoever solely as a result of a termination pursuant to the aforesaid12.2 (d).

Rights and Obligations on Termination. In the event of the expiration or ----------------------------------------- termination of this Agreement for any reason, the parties will shall have the following rights and obligations: (a) Termination of this Agreement will shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.; (b) If and to the extent applicable, the Company will SUPPLIER shall have the right, at its option, to (i) cancel any or all accepted purchase orders which provide for delivery after the effective date of termination, and/or (ii) repurchase from the Distributor all or any part or all of the Distributor’s DISTRIBUTOR's inventory of Products in good repair and which are in good re-sellable condition in the Distributor’s possession, DISTRIBUTOR's possession as of the termination date at the Company’s SUPPLIER's invoiced price to DISTRIBUTOR for such products, less depreciation calculated on a [THIRTY-SIX (36) MONTH], straight-line basis and less any appropriate amount for excessive wear and tear, plus any additional actual reasonable and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% of the aggregate invoiced price) freight to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clientsoriginal [FREE CARRIER] shipping point. The Company may SUPPLIER shall exercise its option under this Section 7.6(b) subsection by notifying the Distributor DISTRIBUTOR in writing no later than thirty [THIRTY (30) )] days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company of the Products. The Distributor will be permitted to resell any such inventory of Products that the Company does not repurchase from the Distributor for a period of 3 months following the termination of the Agreement. (c) The Distributor’s and The Company’s DISTRIBUTOR's obligations pursuant to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will Article 9 hereof shall survive termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligationsAgreement. (d) Within thirty [THIRTY (30) )] days of the effective date of terminationtermination of this Agreement, the Distributor will DISTRIBUTOR shall furnish to the Company SUPPLIER with a list of all the Distributor’s active sales leads, current DISTRIBUTOR'S customers and the place of destination of all Products sold which are still covered by a SUPPLIER warranty. In addition, DISTRIBUTOR agrees to furnish SUPPLIER with complete information as to calls or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days status of any negotiations for the sale of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the DistributorProducts. (e) Upon termination, the Distributor will discontinue the use of any and all advertising and promotional activities, and will immediately return, at the Company’s expense, any equipment, product literature, training materials or other items provided by the Company; provided, however, that with respect to any Products subject to Section 7.6(b) above, if and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid.

Rights and Obligations on Termination. In the event of the expiration or termination of this Agreement for any reason, the parties will shall have the following rights and obligations:; (a) Termination of this Agreement will not release either Neither party shall be released from the obligation to make payment of any and all amounts then or thereafter due and payablepayable pursuant to this Agreement, including but not limited to those then due and thereafter to become due. (b) If ShowCase shall be entitled to a "wind-down" period of two (2) years after termination of this Agreement. During such wind-down period, ShowCase and its Subdistributors may continue to distribute the extent applicable, the Company will have the right, at its option, to repurchase from the Distributor all or any Licensed Software as a separate product and as part of the Distributor’s inventory of Ported Products in good repair and which are in good re-sellable condition in pursuant to the Distributor’s possession, as terms of the termination date at Distribution License granted in Section 2.1 of this Agreement, and ShowCase shall continue to maintain and support the Company’s invoiced price (plus any additional actual reasonable Licensed Software as separate product and direct costs which the Distributor actually paid or has been debited of in connection with such Products, up to an amount not exceeding 20% as part of the aggregate invoiced price) Ported Products pursuant to the Distributor for such Products, other than Product for which purchased orders were provided to Distributor by its clients. The Company may exercise its option under this Section 7.6(b) by notifying the Distributor in writing no later than thirty (30) days after the effective termination date. The Company may deduct any amounts owed to it by the Distributor, whether for payment of Products or otherwise, from the amount due the Distributor for the repurchase by the Company terms of the Products. The Distributor will be permitted Development License granted in Section 3.2 of this Agreement; provided, however, that if this Agreement is terminated by IntraNet Solutions pursuant to resell any such inventory of Section 10.2(a), then during said wind-down period, ShowCase and its Subdistributors may only distribute, support, and maintain the Licensed Software and the Ported Products that the Company does not repurchase from the Distributor for if and as required under a period of 3 months following legally binding agreement executed before the termination of the this Agreement. (c) The Distributor’s and The Company’s obligations pursuant license rights granted to Sections 1.3, 1.4, 3.1, 3.2. 3.3, 4.8, 4.9, 7.5, 7.6, 7.7, 10.3 and Articles 8, 9, 11, 12, 13, 14 and 15 will survive any end-user customer who has licensed the Licensed Software or Ported Products prior to the effective date of such termination (or during the wind-down period described in Section 10.3(b)) shall not be affected by termination of this Agreement until the obligations set forth in the applicable section are fully satisfied and the statute of limitations has expired with respect to such obligationsAgreement. (d) Within thirty If ShowCase so elects, IntraNet Solutions shall continue to provide support and maintenance (30as described in Section 4.2) days and shall continue to deliver the Licensed Software (as described in Section 2.6) for so long as ShowCase continues to provide support and maintenance (including all Updates) to end user customers who have licensed the Licensed Software and/or Ported Products but in no event for more than two (2) years after the termination of this Agreement. For so long as ShowCase continues to provide such support and maintenance, but in no event for more than two (2) years after the date termination of terminationthis Agreement, ShowCase will continue to all have rights granted hereunder that are necessary solely in order to do so, including, without limitation, the Distributor will furnish to the Company a list of all the Distributor’s active sales leadsrights granted in Sections 2.7, current customers 2.8, 2.10 and the place of destination of all Products sold or distributed in the immediately preceding twelve (12) months and all Products whose shelf-life has not yet expired. Within ninety (90) days of the date of termination, the Distributor will return to the Company all Advanced Products the Company has provided to the Distributor3.2. (e) Upon termination, The internal use license granted to ShowCase in Section 2.2(a) for the Distributor will discontinue the use of any and all advertising and promotional activitiesLicensed Software, and will immediately returnthe right to receive Updates for such Licensed Software hereunder, at shall continue in perpetuity provided that ShowCase pays to IntraNet Solutions the Company’s expense, any equipment, product literature, training materials then-current annual or other items periodic fees for maintenance and support of such Licensed Software, starting as of the termination date of the "wind-down" period described in paragraph (b) above. (f) At dates mutually agreed to by the parties, IntraNet Solutions shall offer to ShowCase customers of the Licensed Software and/or the Ported Products the option to convert to IntraNet Solutions then-currently available versions of the Licensed Software on any hardware platform in return for the customer's payment of the then-current maintenance fee for the applicable replacement software. (g) All materials, licenses, software, information, Confidential Information and other property provided by either party as part of this Agreement, shall immediately be returned to the Companyother party; provided, however, that with respect each party shall continue to any Products subject have the right to Section 7.6(b) above, if use all such Confidential Information and to the extent applicable, the Distributor will not be under any obligation to return such Products unless and until the Company has given the Distributor notice property of the Company’s intention to exercise its option under Section 7.6(b) and has paid PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED. for such Products.. (f) For other during the avoidance of doubt, after the termination or expiration of this Agreement for any reason whatsoever, the Company shall be free to directly or indirectly contact and engage in business with any and all of the Distributor’s customers with respect to the Product and the Distributor shall not be entitled to any compensation from the Company with respect to the aforesaid"wind-down" period described above.