Common use of Term Termination and Survival Clause in Contracts

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. This Agreement shall commence as of the Effective Date effective date of the Statement of Work and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to this Section 7(c11 or the expiration or termination of the Statement of Work (the “Term”). Customer, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), ) if the Defaulting Party: Materially (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes ; (b) becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes ; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which ; (d) is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes ; (e) makes a general assignment for the benefit of creditors. Has ; or (f) has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of Additionally, Soundtrace may terminate this Agreement or any Statement of Work, in its sole discretion, upon 30 days prior written notice to Customer. In the event that this Agreement or a Statement of Work is terminated (i) as a result of Soundtrace’s status as a Defaulting Party under Section 11.2, or (ii) for any reasonSoundtrace’s convenience under Section 11.2, Service Provider Soundtrace shall promptly: Deliver refund to Customer all documents, work product any prepaid and other materials, whether or not complete, prepared by or on behalf unearned fees for portions of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been yet provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties Parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not foundsection, and any right or obligation of the parties Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. Miscellaneous: Publicity. Soundtrace may use Customer’s name and logo to publicly identify Customer as Soundtrace customer in a press release, on Soundtrace’s website, and through other public communications. Customer will provide a brief statement that Soundtrace may use in such communications. Soundtrace may also produce and publicly distribute a case study regarding Customer’s use of the Services.

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the ServicesServices under all Statements of Work, unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement 8.2 or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service ProviderSection 8.3. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “"Defaulting Party”), ") if the Defaulting Party: Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of Notwithstanding anything to the contrary in Section 8.2(a), Interior Design Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: (a) and such failure continues for [NUMBER] days after Customer's receipt of written notice of nonpayment; or (b) more than [NUMBER] time[s] in any reason, Service Provider shall promptly: Deliver to Customer all documents, work product and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). [NUMBER] month period; The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, 8.4 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, including, but not limited to Section 7, will survive any such termination or expiration of this Agreement. Most items, including, but not limited to, furniture and other design elements cannot be returned or canceled once purchased. Design and other fees are non-refundable once earned. Limitation of Liability. IN NO EVENT SHALL INTERIOR DESIGN SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT INTERIOR DESIGN SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL INTERIOR DESIGN SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO INTERIOR DESIGN SERVICE PROVIDER PURSUANT TO THIS AGREEMENT.

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the ServicesServices under all Statements of Work, unless sooner terminated pursuant to Section 7(c)the terms of this Agreement. CustomerTrust, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, or for convenience, and without liability except for required payment for services rendered, rendered and reimbursement for authorized expenses incurred, incurred prior to the termination date, by providing at least 60 10 calendar days’ ' prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “"Defaulting Party”"), if the Defaulting Party: Materially breaches Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes ; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 30 days after filing. Is ; or is dissolved or liquidated or takes any corporate action for such purpose. Makes ; makes a general assignment for the benefit of creditors. Has ; or has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer Trust all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer Trust has paid. Return to Customer Trust all CustomerTrust-owned property, equipment equipment, or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, control and all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s Confidential InformationTrust confidential information. Provide reasonable cooperation and assistance to Customer Trust upon Customer’s Trust's written request and at Customer’s Trust's expense, in transitioning the Services to an alternate service providerProvider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any Any right or obligation of the parties Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner Services under all Statements of Work or terminated pursuant to Section 7(c)Sections 7.2 or 7.3. The rights and obligations of each section which by its nature should survive the termination or expiration of this Agreement shall so survive including without limitation, indemnity, insurance and confidentiality provisions. Customer, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 ten (10) days’ prior written notice to Service Provider. Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), if the Defaulting Party: Materially Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 thirty (30) days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. Is dissolved or liquidated or takes any corporate action for such purpose. Makes a general assignment for the benefit of creditors. Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: Deliver to Customer all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer Customer, upon Customer’s written request and at Customer’s expenserequest, in transitioning the Services to an alternate service providerprovider if applicable. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently Permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. 16.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until for a period of three (3) years (the completion of the Services“Initial Term”), unless sooner terminated pursuant to Sections 16.2 and 16.3 of this Agreement. Subject to Section 7(c). Customer16.2 and 16.3 of this Agreement after the Initial Term, in this Agreement shall automatically renew for successive 1-year periods (each, a “Renewal Term”) unless a Party provides the other Party with written notice of its sole discretion, may election to terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, least 180 days prior to the termination dateexpiration of the then-current Renewal Term as applicable. The Initial Term together with all Renewal Terms shall be collectively referred to herein as the “Term.” At least 210 days prior to the commencement of each Renewal Term, by providing at least 60 days’ prior written notice to Service Provider. Flow shall provide Shopify its rates for an updated Exhibit B-2, and the same shall be effective commencing with the commencement of the Renewal Term. 16.2 Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), ) if the Defaulting Party: : (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. . (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. . (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. . (d) Is dissolved or liquidated or takes any corporate action for such purpose. . (e) Makes a general assignment for the benefit of creditors. . (f) Has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of . 16.3 In addition to Section 16.2, a Party may terminate this Agreement Agreement: (a) During the 12 month period commencing with the Effective Date, for any reasonreason by providing 180 days prior written notice to the other Party. (b) Immediately by either Party, Service Provider shall promptly: Deliver if there is a change of control (directly or indirectly) in which a third party acquires a majority interest of the voting power, voting capital, or other equity interest of Global-e sufficient to Customer all documentsexercise control over Global-e, work product and other materialswhich, whether or not complete, prepared by or on behalf of Service Provider in the course case of performing Shopify’s right to terminate, occurs without Shopify’s prior written consent, provided that any consent or election to terminate under this Section 16.3(b) shall not be unreasonably delayed by Shopify following its receipt of notice from Global-e that a change of control has occurred within the Services for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements meaning of this Section 7(d16.3(b). Neither party shall have a right to terminate except as expressly provided in this Agreement. 16.4 The rights and obligations of the parties Parties set forth in this Section 7 and Section 51 (Definitions), Section 68 (Intellectual Property), Section 810 (Privacy and Data Usage), Section 911 (Fees, Expenses and Pay Outs) until such time as all fees have been remitted for usage of the Flow Offering, Section 1012 (Audit), for a period of one (1) year from the date this Agreement terminates (the “Termination Date”), Section 1214 (Indemnities) for a period of one (1) year from the Termination Date, Section 1415 (Confidentiality), Section 2116 (Term, Termination and Survival), Section 22 17 (Limitation of Liability), Section 18 (Entire Agreement) and Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, Sections 21 through 33 (inclusive) by its nature, should survive termination or expiration of this Agreement, their nature will survive any such termination or expiration of this Agreement.

Term Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, Services under all Statements of Work unless sooner terminated pursuant to Section 7(c). Sections 8.2 and 8.3. 8.2 Customer, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ ' prior written notice to Service Provider. . 8.3 Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “"Defaulting Party”"), if the Defaulting Party: Materially breaches : (a) Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. . (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. . (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. . (d) Is dissolved or liquidated or takes any corporate action for such purpose. . (e) Makes a general assignment for the benefit of creditors. . (f) Has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. . 8.4 Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: : (a) Deliver to Customer all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer has paid. . (b) Return to Customer all Customer-owned property, property or equipment or materials in its possession or control. . (c) Remove any SupplierService Provider-owned property, property or equipment or materials located at Customer’s 's locations. . (d) Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s 's Confidential Information. . (e) Provide reasonable cooperation and assistance to Customer upon Customer’s 's written request and at Customer’s 's expense, in transitioning the Services to an alternate service provider. . (f) On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase . (g) Permanently delete all of Customer’s 's Confidential Information from its computer systems. . (h) Certify in writing to Customer that it has complied with the requirements of this Section 7(d8.4. 8.5 Notwithstanding the provisions of Section 8.4, Service Provider may retain copies of Customer Confidential Information and data for internal research purposes and further development of its systems and algorithms (the “Purpose”). Customer hereby provides to Service Provider a perpetual, worldwide, royalty-free, non-cancellable license to such Confidential Information and data for the Purpose. 8.6 The rights and obligations of the parties Parties set forth in this Section 7 8 and Section Sections 5, Section 6, Section 87, Section 9, Section 10, Section 1213, Section 1415, Section 2120, Section 21 and 22 and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section Error: Reference source not found, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, 7 hereof will survive any such termination or expiration of this AgreementAgreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Service Provider or its officers, employees or agents.

Term Termination and Survival. 6.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until for the completion earlier of the Servicesdate that the Prepaid Fees are reduced to zero, or a period of five (5) years (the “Term”) unless sooner terminated pursuant to Section 7(c)6.2. CustomerUpon the expiration of the initial Term, in its sole discretion, may terminate this Agreement or any Task Order, in whole or in part, at any time without cause, and without liability except may renew for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to an additional period mutually agreed upon by the termination date, by providing at least 60 days’ prior written notice to Service Provider. Parties. 6.2 Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), if the Defaulting Party: : (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. Becomes insolvent or admits its inability to pay its debts generally as they become due. . (b) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. . (c) Is dissolved or liquidated or takes any corporate action for such purpose. . (d) Makes a general assignment for the benefit of creditors. . (e) Has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Momentus’s failure to file statements required under Section 11.5, Velo3D may terminate upon notice unless cured within 30 days of the time period specified in Section 11.5. 6.3 Upon expiration or termination of this Agreement for any reason, Service Provider : (a) Velo3D shall promptly: Deliver deliver to Customer Momentus all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider Velo3D in the course of performing the Services for which Customer has paid. Return only to Customer extent as described in Section 4.1. (b) Each Party shall return to the other Party all Customer-of such other Party’s owned property, equipment equipment, or materials in its possession or control. Remove . (c) Each Party shall remove any Supplier-of their owned property, equipment equipment, or materials located at Customerthe other Party’s locations. Deliver . (d) Each Party shall deliver to Customerthe other, all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customerthe other Party’s Confidential Information. (e) The number of Shares that remain unsold by Velo3D with a value equal to the remaining amount of Prepaid Fees calculated based on the 60 day VWAP of the Common Stock prior to the date of expiration or termination of this Agreement shall be forfeited by Velo3D and cancelled by Momentus. Provide reasonable cooperation and assistance to Customer upon Customer’s written request and at Customer’s expenseFor purposes of this Agreement “VWAP” means, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with date, the requirements of this Section 7(d). The rights and obligations price determined by the first of the parties set forth in this Section 7 and Section 5following clauses that applies: (i) if the Common Stock are then listed or quoted on a Trading Market, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any right or obligation the daily volume weighted average price of the parties Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (ii) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (iii) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (iv) in this Agreement whichall other cases, the fair market value of a share of Common Stock as determined by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreementan independent appraiser selected in good faith by the Parties.

Term Termination and Survival. 8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, Services which shall occur upon the date which is two years from the date of this Agreement unless sooner terminated pursuant to Section 7(c). Customer, in its sole discretion, may terminate this Agreement 8.2 or any Task Order, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least 60 days’ prior written notice to Service Provider. Section 8.3. 8.2 Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “Defaulting Party”), if the Defaulting Party: : (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. . (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. . (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing. . (d) Is dissolved or liquidated or takes any corporate action for such purpose. . (e) Makes a general assignment for the benefit of creditors. . (f) Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon expiration or termination of this Agreement for any reason. 8.3 Notwithstanding anything to the contrary in Section 8.2(a), Service Provider shall promptlymay terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder: Deliver to Customer all documents, work product (a) and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services such failure continues for which Customer has paid. Return to Customer all Customer-owned property, equipment or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at 10 days after Customer’s locations. Deliver to Customer, all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Customer’s Confidential Information. Provide reasonable cooperation and assistance to Customer upon Customer’s receipt of written request and at Customer’s expense, in transitioning the Services to an alternate service provider. On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all notice of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). nonpayment. 8.4 The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found8.4, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Term Termination and Survival. 6.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the ServicesServices under all Statements of Work, unless sooner terminated pursuant to Section 7(c). Customerthe terms of this Agreement. 6.2 Trust, in its sole discretion, may terminate this Agreement or any Task OrderStatement of Work, in whole or in part, at any time without cause, or for convenience, and without liability except for required payment for services rendered, rendered and reimbursement for authorized expenses incurred, incurred prior to the termination date, by providing at least 60 10 calendar days’ ' prior written notice to Service Provider. . 6.3 Either party Party may terminate this Agreement, effective upon written notice to the other party Party (the “"Defaulting Party”"), if the Defaulting Party: Materially breaches : (a) Breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. . (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. Becomes ; becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 30 days after filing. Is ; or is dissolved or liquidated or takes any corporate action for such purpose. Makes ; makes a general assignment for the benefit of creditors. Has ; or has a receiver, trustee, custodian custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. . 6.4 Upon expiration or termination of this Agreement for any reason, Service Provider shall promptly: : (a) Deliver to Customer Trust all documents, work product product, and other materials, whether or not complete, prepared by or on behalf of Service Provider in the course of performing the Services for which Customer Trust has paid. . (b) Return to Customer Trust all CustomerTrust-owned property, equipment equipment, or materials in its possession or control. Remove any Supplier-owned property, equipment or materials located at Customer’s locations. Deliver to Customer, control and all documents and tangible materials (and any copies) containing, reflecting, incorporating incorporating, or based on Customer’s Confidential Information. Trust confidential information. (c) Provide reasonable cooperation and assistance to Customer Trust upon Customer’s Trust's written request and at Customer’s Trust's expense, in transitioning the Services to an alternate service provider. Provider. (d) On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. permanently erase all of Customer’s Confidential Information from its computer systems. Certify in writing to Customer that it has complied with the requirements of this Section 7(d). The rights and obligations of the parties set forth in this Section 7 and Section 5, Section 6, Section 8, Section 9, Section 10, Section 12, Section 14, Section 21, Section 22 and Section Error: Reference source not found, and any . 6.5 Any right or obligation of the parties Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.