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-equivant COUllV l eV!Jll~lice SallitlorlS Inc d/b/d equ'vant 3. Terminate this Agreement and repay to CUSTOMER the License Fee . equivant and CUSTOMER will then be released from any further obligation to the other under this Agreement , except for the obligations of indemnification provided for above and such other obligations that survive termination . b . The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the equivant Software made by any party other than equivant or equivant's authorized representative or CUSTOMER 's unauthorized use or combination of the equivant Software with software or data not supplied by equivant as part of the equivant Software. c. The foregoing states the entire liability of equivant with respect to infringement of any copyright, trade secret or other proprietary right. 9 . TERMINATION a . This Agreement may be terminated by CUSTOMER upon thirty (30) days' prior written notice to equivant, with or without cause , provided that no such termination will entitle CUSTOMER to a refund of any portion of the License Fee. b. equivant may, by written notice to CUSTOMER, terminate this Agreement and the License granted, under Section 2 of the Agreement, if any of the following events ("Termination Events") occur: 1 . CUSTOMER fails to pay any amount due equivant within thirty (30) days after equivant gives CUSTOMER written notice of such nonpayment, or 2 . CUSTOMER is in material breach of any nonmonetary term, condition or provision of this Agreement , which breach , if capable of being cured , is not cured within thirty (30) days after equivant gives CUSTOMER written notice of such breach, or 3. CUSTOMER (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority , or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. 4 . If any Termination Event occurs, termination will become effective immediately or on the date set forth in the written notice of termination . Termination of this Agreement will not affect the provisions regarding CUSTOMER 's or equivant's treatment of Confidential Information , provisions relating to the payment of amounts due, or provisions limiting or disclaiming equivant's liability, which provisions will survive termination of this Agreement. c. Within thirty (30) days after the date of termination or discontinuance of this Agreement for any reason whatsoever, CUSTOMER shall return the equivant Software and all copies, in whole or in part, all Documentation relating thereto, and any other Confidential Information in its possession that is in tangible form . CUSTOMER shall furnish equivant with a certificate signed by an executive officer of CUSTOMER verifying that the same has been done. Rev. 06022016 6 of 10