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1� terminated by the Customer at least ninety (90) days prior to the Support Renewal Date upcoming from time to time. 1t. TERMINATION 11.1. Termination - This Agreement vnll terminate: a) at the option of either party if the other parry materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the defatift within 30 days after receiving written notice thereof from the non - defaulting party; b) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or 'd any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; c) at TAN's option upon the expiry of sixty days following issuance by TAN of an invoice to the Customer for fees payable under this Agreement and such invoice remaining unpaid, provided that TAN has prior to terminating under this provision provided the Customer with at least ten days' written notice of such non. payment, which minimum 10 -day period may expire before, simultaneously with, or after the 60 day period; or d) at either parry's option If the other party assigns or attempts to assign this Agreement other than as expressly permitted by this Agreement; provided that these rights of termination will be in addition to all other rights and remedies available to the parties for any breach or default hereunder. 11.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non - defaulting party, the non - defaulting party may suspend performance and observance of any or all its obligations under this Agreement, Without liability, until the other party's default is remedied, but this Section will not permit the Customer to suspend its obligation to make payments owing in respect of Support and other Software Services. 12. GENERA L 12.1. Complete Agreement; Modification — This Agreement, as modified and affected by TAN's standard Software license fees and the terms of any agreement between TAN and the Customer relating to licensing of Software (as opposed to the mere provision of Software, to which this Agreement relates in respect of Releases and Versions), is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein and supersedes and merges all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties relating to the matters contained herein. This Agreement may riot be modified or atered except by written instrument duly executed by both parties except that TAN may fill future purchase or other orders for further goods or services available under this Agreement, and if TAN does so the provisions of this Agreement will contain the only commercial terns applicable to such transaction despite such order stating otherwise. 12.2. Force Majeure - Dates or times by which either party is required to perform under this Agreement excepting the payment of any fees or charges due hereunder will be postponed automatically to the extent that any party is prevented from meeting them by causes beyond its reasonable control. 12.3. Notices - All notices and requests in connection with this Agreement will be given to the respective pates in writing and will be deemed given as of the first business day of the notified party following the day the notice is taxed or sent via overnight courier, Providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the Canadian mails (or if the Customer is resident outside Canada and is rendering the notice, in the mails of that country), postage pre -paid, certified or registered, return receipt requested, and addressed to the parties as indicated on the face of this Agreement and receipt of any such notice will be deemed to be effective as of the third business day following such deposit. 12.4. Governing Law - This Agreement and performance hereunder All be governed by the laws applicable in the jurisdiction where the Software is situated, excepting in the case of Louisiana when the laws of California will apply, or in the case of Quebec when the laws of Ontario, Canada will apply. 12.5. Non- Assignabilfty - This Agreement is not assignable by the Customer, and any assignment, purported assignment or attempt to assign by the Customer will be a material breach of this Agreement and will further be void. TAN may assign its Support or Maintenance obligations under this Agreement to TAN's system integrators or resellers or pursuant to a merger or sale of substantially all of TAN's assets. 12.6. Survival - Sections 6.4, 9 and 12 will survive termination and expiration of this Agreement. The Active Network N.A. Inc. Support and Maintenance 11 -11 -04 (Levels Description) Page 8 of 8