Item 12 - Automated Agenda Management System

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20 CONSEQUENCES OF TERMINATION 20.1 The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. 20.2 If the Supplier terminates or suspends the Service under this Agreement, Customer must pay within 30 days all Service Fees and Professional Services Fees that have accrued prior to such termination or suspension, as well as any fees that remain unpaid for the Service up to date of termination or suspension plus related taxes and expenses. If the Agreement is terminated by Customer for any reason other than a termination expressly permitted by the Agreement, Customer agrees that the Supplier shall be entitled to the Service Fees payable for the Service under the Agreement for the entire remainder of that year’s term or if terminated during an Extended Term, the Service Fees payable for the entire remainder of that year’s term, unless a provision to the contrary is stipulated in the Agreement. 20.3 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. 20.4 The Customer shall not be entitled on or after the termination of this Agreement for any reason whatsoever to a rebate of any Service Fees paid in advance of their due date. 20.5 On termination of this Agreement howsoever arising the Customer will at the direction of the Supplier return to the Supplier any documents in its possession or control which contain or record any Confidential Information. 21 FORCE MAJEURE 21.1 Neither party to this Agreement will be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to Force Majeure, provided that it has complied and continues to comply with its obligations set out in clause 21.2. Force Majeure of this agreement is defined as catastrophic events of environmental and unforeseen nature. Examples defined as force Majeure (but not limited to) include, hurricanes, tornados, earthquakes, and others of like unforeseen environmental impacts. 21.2 If a party’s performance of its obligations under this Agreement is affected by Force Majeure: 21.2.1 it will give written notice to the other party, specifying the nature and extent of the Force Majeure, within seven days of becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure event to an end and, whilst the Force Majeure is continuing, to mitigate its severity, without being obliged to incur any expenditure; 21.2.2 subject to the provisions of clause 21.3, the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event; 21.2.3 it will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force Majeure. 21.3 If the Force Majeure in question continues for more than three months a party may give written notice to the other to terminate this Agreement. The notice to terminate must specify the termination date, which must not be less than 15 days and once such notice has been validly given, this Agreement will terminate on that termination date. 21.4 If the Agreement is terminated in accordance with clause 21.3, then neither party will have any liability to the other except that rights and liabilities which accrued prior to such termination will continue to exist.