Common use of TERMINATION AND EXPIRY Clause in Contracts

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this Agreement but subject to clause 4.5, Nearmap has the right, upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 6.3 or expires under clause 3.3: the Licence immediately terminates, and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this Agreement but subject to clause 4.5, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 6.3 or expires under clause 3.3: the Licence immediately terminates, and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party (a) Licensee may terminate this Agreement for cause agreement by written notice to LimePoint, if LimePoint materially breaches this agreement and fails to rectify that breach within 30 Business Days of receiving a written notice to rectify the breach (or such longer reasonable period having regard to the nature of the breach) or if LimePoint becomes subject to an Insolvency Event. (b) LimePoint may terminate this agreement or suspend your access (or the access of any other End User) by written notice to you if: (i) upon five (5) an End User breaches a material obligation under this agreement and fails to rectify that breach within 10 Business Days’ Days of receiving a written notice from LimePoint (the parties agree that a breach of clauses 8, 10 or 17 relating to the other party for misuse, unauthorised copying or reverse engineering of the Products is a material breach if such breach remains uncured at for the expiration purpose of such period, or this clause); (ii) if the other party becomes Licensee fails to pay any amount due to LimePoint under this agreement or in connection with any services relating to the Products; (iii) you or the Licensee is subject of to an Insolvency Event; or (iv) an End User breaches clause 8. (c) Where this agreement is terminated for LimePoint’s breach, the Licensee may recover a pro-rata proportion of any prepaid fees relating to the unexpired term. Termination by Nearmap Notwithstanding anything else In all other cases, unless expressly set out otherwise in this Agreement but subject agreement, LimePoint is entitled to clause 4.5retain any prepaid fees. (d) On termination or expiry: (i) unless stated otherwise in the Order, Nearmap has the right, upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 6.3 or expires under clause 3.3: the Licence immediately terminates, and the Products will no longer be available to the Licensee; the Licensee must immediately destroypay any outstanding amounts owing to LimePoint including, delete except in the case of termination by the Licensee for LimePoint’s breach, any fees referable to the balance of the then current Term; (ii) subject to your right to access Client Data after the Term under clause 12, you must cease using the Products and destroy or return to Nearmap all copies of the Products, Documentation or LimePoint’s Confidential Information on your systems or under your control; and subject to clause 7.3, the Licensee is not permitted to use and (iii) LimePoint may permanently delete any Products for any purpose. Costs Nearmap reserves all rights following of your Client Data held by LimePoint. (e) Any termination of this Agreementagreement shall not affect any accrued rights or liabilities of either party, nor shall it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 71, 8, 910, 10 11, 12, 13, 14, 16, 17, 19, 20 and 16 21. A party will still not, without the prior written approval of the other party, disclose the other party's Confidential Information. A party will not be binding in breach of this clause in circumstances where it is legally compelled (but not by contract) to disclose the other party's Confidential Information. Notwithstanding any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature and Client Data) to its employees, related companies, solicitors, auditors, insurers and accountants provided that they give an undertaking to abide by the terms of confidentiality imposed on the Licensee parties by this agreement. Each party acknowledges that damages alone are unlikely to be an adequate remedy in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection respect of intellectual property. Nearmap reserves all any breach of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s party's obligations under this Agreementclause. Any such reproduction Accordingly, in addition to other remedies that may be available, a Discloser may seek urgent interlocutory relief to protect its rights and display interest in its Confidential Information against any actual or potential breach of those marks must comply with this clause by the policies and rules Nearmap makes available Recipient, without proof of actual damages, in addition to any other remedy to which the Licensee from time Discloser would be entitled. Unless you as us not to, you agree that LimePoint may make reasonable reference to timeyou as a customer in its marketing materials.

TERMINATION AND EXPIRY. Initial Term This The Licensor shall have the right to terminate this Agreement: a) If the Licensee fails to pay in due time an amount due under the present Agreement commences on and fails to remedy such default within thirty (30) days of the Commencement Date sending of a written notice by the Licensor to the Licensee; b) For breach or default of any of its provisions by the Licensee if the Licensee fails to remedy such breach or default within thirty (30) days after the Licensor has given the Licensee a written notice specifying the nature of such breach or default; and c) If proceedings for the voluntary winding up or liquidation of the Licensee are commenced or if bankruptcy, insolvency or other similar proceedings for such purposes brought by another are commenced against the Licensee (unless such proceedings are part of a scheme for reconstruction in such manner that the company resulting, if a different legal entity, shall effectively agree to be bound by or assume the obligations of this Agreement) or if a trustee, manager or receiver be appointed to the whole or part of the Licensee; d) Notwithstanding the termination and continues until expiry of the Termpresent Agreement, unless terminated earlier the Licensee shall continue to be bound by the declarations concerning confidentiality included in accordance the present Agreement; e) Notwithstanding the above, in the event of any breaches by Licensee, Licensor shall be entitled to terminate this Agreement upon written notice and, immediately thereupon, this Agreement shall cease to have effect, but without prejudice to the rights and remedies of Licensor in respect of the breach or antecedent breach by Licensee of any of its obligations under this Agreement; f) Immediately upon termination of this Agreement, the Licensee shall discontinue all use, sale or distribution of the Product and of St-Elie Packaging; g) If Licensee shall have any remaining stocks (inventory) of the Product or of St-Elie Packaging at the time of termination they may be disposed of by Licensee in compliance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this Agreement but subject to clause 4.5, Nearmap has the right, upon giving the Licensee ten (10) Business Days’ notice, to terminate this Agreement if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this Agreement is terminated under clauses 6.2 or 6.3 or expires under clause 3.3: the Licence immediately terminates, and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreement, clauses 1.5, 2, 3.5, 3.6, 4, 5, 6.5, 7, 8, 9, 10 and 16 will still be binding on the Licensee in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.but not otherwise;

TERMINATION AND EXPIRY. Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term, Term unless terminated earlier in accordance with the terms of this Agreement or renewed under clause 1.3. Breach A party may terminate this Agreement for cause (i) upon five (5) Business Days’ Days written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of an Insolvency Event. Termination by Nearmap Notwithstanding anything else in this the Agreement but subject to clause 4.54.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee ten (10) Business Days’ notice, to terminate this the Agreement and the Licence, if: any licence, permission or authorisation necessary for the provision of the Products is revoked, altered or varied to the extent that Nearmap can no longer provide the Products in accordance with this Agreement; and Nearmap is prohibited from providing the Product to the Licensee. Consequences If this the Agreement is terminated under clauses 6.2 or 6.3 6.2, 6.3, or expires under clause 3.3: the Licence immediately terminates, terminates and the Products will no longer be available to the Licensee; the Licensee must immediately destroy, delete or return to Nearmap all Products; and subject to clause 7.3, the Licensee is not permitted to use any Products for any purpose. Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable costs incurred by Nearmap in enforcing its rights following termination of this Agreement. Continuing obligations After expiry or termination of this Agreementthe Agreement or a Licence, clauses 1.5, 2, 3.5, 3.6, 4, 56.4, 6.5, 7, 8, 9, 10 10, 11, 13, 14, 16 and 16 17 will still be binding on the Licensee in relation to Products licenced or obtained during the Term. Ownership Unless otherwise indicated, the Website, the Products, the Content, and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited Licence granted to the Licensee in clause 1.1, no ownership or Intellectual Property Rights in the Website, APIs, any Product or Content will pass or be licensed licenced to the Licensee. Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in this the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non-transferrable, non-sublicensable licence to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under this the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.