Unforeseen Events. Neither party will be liable for any failure or performance hereunder or for damages caused by any delay or failure to perform hereunder if performance is made impracticable due to any occurrence beyond its control, including, without limitation, acts of God, fires, floods, wars, riots or civil disorders, acts of a public enemy, terrorism, sabotage, enactment or act of any government or governmental instrumentality (whether federal, state, local or foreign and whether valid or invalid) and any other similar or different occurrence which would have a material adverse impact on a party’s ability to perform under this Agreement which is not reasonably within such party’s control (an “Unforeseen Event”). The party who fails to perform as a result of any Unforeseen Event shall promptly notify the other party in writing of any such occurrence, setting forth in reasonable detail the circumstances of such Unforeseen Event, and shall promptly notify the other party of the cessation of such Unforeseen Event. Each party shall exert all reasonable efforts to mitigate the effects of any Unforeseen Event. If either party reasonably believes that it is uneconomical to take corrective action to remedy any Unforeseen Event, such party may suspend or terminate this Agreement upon ninety (90) days’ written notice to the other party.
Appears in 3 contracts
Sources: Marketing Agreement (Edentify, Inc.), Marketing Agreement (Edentify, Inc.), Marketing Agreement (Edentify, Inc.)