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12 <br /> <br />ARTICLE 11 – TERMINATION OF AGREEMENT <br />11.1 Either party may terminate this Agreement or any Services under this Agreement under <br />the following conditions: <br />a. Immediately upon prior written notice if the other party has breached any material <br />provision of this Agreement, and has failed to cure such breach within t hirty (30) <br />days of receiving written notification of such breach; or <br />b. upon ten (10) days’ prior written notice if the other party has violated applicable <br />Law. <br />Any notice of termination must specify the date of termination and the reasons for <br />termination. <br />11.2 Either party may terminate this Agreement (in whole or in connection with one or more <br />particular Drop-Off Sites) at any time without cause upon sixty (60) days’ written notice <br />to the other party. <br />11.3 If this Agreement is terminated under this Article, PaintCare shall pay the Service <br />Provider for any unpaid fees validly owed under the Agreement for any Additional <br />Activities performed before the date of the termination. Other than its obligation to pay <br />the Service Provider for any unpaid fees as provided in this paragraph, PaintCare will <br />have no liability arising from any termination or expiration of this Agreement. <br />11.4 At the time of any termination of this Agreement, unless otherwise instructed by <br />PaintCare, the Service Provider shall assemble all Collection Bins supplied by <br />PaintCare, whether or not full, and shall make them available for pick up by a Hauler at <br />one of the Service Provider’s Drop-Off Sites. <br />ARTICLE 12 – ASSIGNMENT AND SUBCONTRACTING <br />12.1 Neither party may assign, novate, or otherwise transfer (including transfer by operation <br />by law) this Agreement or the obligations and rights hereunder without the express <br />written consent of the other party, which consent shall not be unreasonably withheld. <br />Any attempted assignment, novation, or other transfer made in violation of this Article is <br />void and has no effect. Notwithstanding the foregoing, PaintCare will provide notice but <br />does not require prior consent to assign the Agreement to an entity that is at least fifty <br />percent (50%) owned or controlled by PaintCare or to an entity that owns or controls at <br />least fifty percent (50%) of PaintCare. <br />12.2 Either party may subcontract any part of its obligations under this Agreement. Nothing <br />contained in this Agreement or otherwise, create s any contractual relationship between <br />a party and any subcontractor of the other party. A subcontract does not relieve a party <br />of its responsibilities and obligations hereunder. It is the subcontracting party’s <br />responsibility to ensure that any subcontractor is aware and complies with the terms of <br />this Agreement relating to the services being performed by that subcontractor. The <br />subcontracting party agrees to be as fully responsible to the other party for the acts and <br />omissions of its subcontractors as it is for its own acts and omissions. <br />12.3 The Service Provider’s obligation to pay its subcontractors is an obligation independent <br />from PaintCare’s obligation to make payments to the Service Provider. Neither party has