GUARDIAN RFID (CODEX CORPORATION)

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NaGUAROIANRFID (c) Termination by GUARDIAN RFID for Cause. (i) GUARDIAN RFID may terminate this Agreement upon sixty(60) days' notice to the Customer if the Customer breaches its obligation to pay any fee or otherwise materially breaches any provision of this Agreement not otherwise specified in Section 17(c)(ii) and fails to cure such breach within such notice period, (ii) GUARDIAN RFID may terminate this Agreement immediately and discontinue any of its obligations under this Agreement by notice to the Customer if: (A) the Customer ceases to actively conduct its business, files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy, makes a general assignment for the benefit of its creditors, or applies for the appointment of a receiver or trustee for substantially all of its property or assets or permits the appointment of any such receiver or trustee; (B) the Customer attempts,without the prior written consent of GUARDIAN RFID, to assign its rights and obligations under this Agreement, in whole or in part, whether by merger, consolidation, assignment, sale of stock, operation of law, or otherwise; or (C) the Customer fails to comply with the provisions regarding GUARDIAN RFID's intellectual property rights in Section 11(a) and 11(b), or the Confidentiality provisions of Section 14. (d) Termination by the Customer for Cause. The Customer may terminate this Agreement upon sixty (60) days' notice to GUARDIAN RFID if GUARDIAN RFID materially breaches any provision of this Agreement and fails to cure such breach within such notice period, provided, however, that if such breach cannot be cured within sixty (60) days and GUARDIAN RFID has begun in good faith to cure such breach, then GUARDIAN RFID shall have an additional period of sixty (60) days to cure such breach. This provision shall apply in the event that GUARDIAN RFID is unable to correct a non-conformity pursuant to Section 12(a)(ii) of this Agreement. (e) Post-Termination Rights and Obligations. (i) Upon expiration or termination of this Agreement, all rights granted to the Customer under this Agreement for the Command Cloud System will immediately terminate and revert to GUARDIAN RFID and the Customer must discontinue all use of the Command Cloud System, including Command Cloud Subscription Services and Command Cloud Mobile Devices. (ii) The following shall survive the expiration or termination of this Agreement: (A) The provisions of Sections 11 ("Intellectual Property Rights"), 14("Confidentiality"), 15 ("Limitation of Liability"), and 16 ("Indemnification"); (B) The provisions of Section 10("Fees and Payment Terms"), with respect to fees incurred prior to the expiration or termination of the Agreement and with respect to fees accelerated in connection with such expiration or termination; and (C) The Customer's obligation to pay any fees incurred prior to the expiration or termination of the Agreement or accelerated in connection with such expiration or termination. 18. INSURANCE Command Cloud Subscription Agreement 116 ©2024 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential&Proprietary.(Rev. 1/2024)