SHJ26-002 - Guardian RFID System Agreement Renewal - FULLY EXECUTED

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®g WARD,IANRF/D 15. TERM AND TERMINATION (a) Term. The initial term of this Agreement shall begin on the Effective Date and extend to the first anniversary of the Effective Date (the "Initial Term.'). After the Initial Term, subject to Section 15(b), this Agreement will be automatically renewed for up to three (3) additional one-year (1- year) periods (each such period, an "Extended Term'). (b) Termination for Convenience. (i) Non -Renewal. This Agreement may be terminated for convenience by either party by providing a non -renewal notice to the other party at least sixty (60) days prior to the end of the Initial Term or the end of any Extended Term, as applicable. Such termination will be effective as of the end of such Initial Term or Extended Term, as applicable. (ii) Early Termination. This Agreement maybe terminated for convenience by the Customer prior to the end of the Initial Term or any Extended Term upon sixty (60) days' notice of such early termination to GUARDIAN RFID. Such termination will be effective as of the end of the sixty (60) days' notice period. (c) Termination by GUARDIAN RFID for Cause. (i) 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 terms of the license of GUARDIAN RFID Software Materials provided in Section 2, the terms of the license to access and use GUARDIAN RFID OnDemand provided in Section 4, the provisions regarding GUARDIAN RFID's intellectual property rights in Section 8(a) and 8(b), or the Confidentiality provisions of Section 12. (ii) 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 15(c)(i) and fails to cure such breach within such notice period. (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 10(a)(ii) of this Agreement. GUARDIAN RFID System Agreement Renewal 116 ©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. Confidential & Proprietary. (Rev. 712020)