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This excerpt taken from the AXTI 8-K filed Feb 2, 2010. Termination.
13.1 In the event that either party commits any breach of any provision of this Agreement and does not rectify such default within a period of thirty (30) days after having received written notice, specifying the default, the other party may terminate this Agreement immediately; provided, however, that the sole remedy for nonconforming Products shall be as set forth in Section 10 above. Further, should either party (i) be adjudged or become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation and such proceeding is not turned down within 2 months; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may terminate this Agreement for cause upon 24-hours written notice. Notwithstanding the above, either party shall have the right to seek any other remedy that may be available at law or in equity.
14. This excerpt taken from the AXTI 8-K filed Jan 5, 2009. Termination.
12.1 In the event that either party commits any breach of any provision of this Agreement and does not rectify such default within a period of thirty (30) days after having received written notice, specifying the default, the other party may terminate this Agreement immediately. Further, should either party (i) be adjudged or become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may terminate this Agreement for cause upon 24-hours written notice. Notwithstanding the above, either party shall have the right to seek any other remedy that may be available at law or in equity.
12.2 These excerpts taken from the AXTI 8-K filed Dec 18, 2007. Termination.
12.1 In the event that either party commits any breach of any provision of this Agreement and does not rectify such default within a period of thirty (30) days after having received written notice, specifying the default, the other party may terminate this Agreement immediately. Further, should either party (i) be adjudged or become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may terminate this Agreement for cause upon 24-hours written notice. Notwithstanding the above, either party shall have the right to seek any other remedy that may be available at law or in equity.
12.2 Effect of Termination/Survival. Upon the expiration or termination of this Agreement (i) provided that this Agreement was not terminated for IQE plc’s breach of this Agreement and except for the Products subject to the Minimum Purchase requirements specified in Section 2.3 above, IQE plc will have the right with respect to any Products remaining in Inventory as of the date of termination to withdraw such Products in Inventory immediately pursuant to the SMI Program and pay for them subject to payment being made within thirty (30) days end of month, or to return the Products to AXT at AXT’s expense. IQE plc shall notify AXT of its selection of one of the foregoing options within five (5) days of the expiration or termination date; (ii) if this Agreement was terminated for IQE plc’s breach of this Agreement, then AXT shall have the right to require IQE plc to return all Products remaining in Inventory (except for the Products subject to the Minimum Purchase requirements specified in Section 2.3) to AXT at IQE plc’s expense ; and (iii) the following Sections shall survive: Sections 1, 2.4, 4, 6, 7, 10, 11, 12, 13, 14 and 15. In the event of the termination of this Agreement as a result of a breach by AXT, IQE plc shall have no further obligation under this Agreement except with respect to
Section 4 for payments that accrued prior to the effective date of termination and Section 13 with respect to ongoing confidentiality obligations.
13. Confidentiality.
13.1 Confidential Information. Each party acknowledges that, in the course of performing its duties under this Agreement, it may receive information relating to the other party, which the receiving party knows, or has reason to know, is confidential or proprietary information of the other party or is identified as confidential and/or proprietary nature (“Confidential Information”). The receiving party shall at all times both during the term of this Agreement and for a period of five (5) years thereafter, keep and hold such Confidential Information in confidence, and shall not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement. The receiving party shall not disclose any Confidential Information to any person or entity, other than to the receiving party’s employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder; provided that such employees and consultants have first entered into agreements at least as protective of the Confidential Information as the terms and conditions of this Section 13.
13.2 Exceptions. The parties’ obligation under Section 13.1 with respect to any portion of Confidential Information, shall not apply to any such portion that the receiving party can document: (a) was lawfully in the public domain at or subsequent to the time such portion was communicated to the receiving party by the disclosing party through no fault of the receiving party; (b) was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to the receiving party by the disclosing party; or (c) was developed by employees or agents of the receiving party independently of and without reference to any information communicated to the receiving party by the disclosing party. A disclosure of any portion of Confidential Information, either: (a) in response to a valid order by a court or other governmental body; or (b) otherwise as required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the party being required to disclose the information shall provide prompt prior written notice thereof to the other party to enable the other party to seek a protective order or otherwise prevent such disclosure.
13.3 Advertising. Each party agrees that it shall not publish or cause to be disseminated through any press release, public statement, or marketing or selling effort any information that relates to the other party or this Agreement without the prior written approval of the other party.
14. General Terms and Conditions.
14.1 Modifications, Appendices, Addenda.
14.1.1 No modification of this Agreement shall be valid unless in writing, signed by an authorized representative of each party.
14.1.2 Each Addendum hereto is an integral part of this Agreement. In the event of any conflict between the contents of this Agreement and any Addendum the regulations of this Agreement shall prevail.
14.2 Severability. If any provision of this Agreement is declared void, invalid, or illegal by any governmental, judicial or arbitral authority, the validity or legality of any of the other provisions and of the entire Agreement shall not be affected thereby and the parties shall replace such provision with one as near in substance as possible to the original provision.
14.3 Notices. All notices relating to this Agreement shall be in writing and shall be deemed given (i) in the case of mail, on the date deposited in the mail, postage prepaid, either registered or certified, with return receipt requested (or its equivalent); (ii) in the case of personal delivery to an authorized representative or officer of the party, or in the case of express courier service or overnight delivery service of national standing, on the date of delivery or attempted delivery (if receipt is refused); or (iii) in the case of facsimile, 24 hours after it has been sent provided that a duplicate copy of such notice is also promptly sent pursuant to (i) or (ii) above. Notices shall be addressed to the parties as set forth on the first page hereof, but each party may change its address by written notice in accordance with this section.
14.4 Compliance With Law. In the performance of this Agreement, each party shall at all times comply with all applicable governmental laws, statutes, ordinances, rules, regulations, orders, and other requirements, including, without limitation, such governmental requirements applicable to environmental protection, health, safety, wages, hours, equal employment opportunity, nondiscrimination, working conditions, import or export control, customs, and transportation.
15. Termination.
12.1 In the event that either party commits any breach of any provision of this Agreement and does not rectify such default within a period of thirty (30) days after having received written notice, specifying the default, the other party may terminate this Agreement immediately. Further, should either party (i) be adjudged or become insolvent; (ii) have any proceedings instituted by or against it in bankruptcy, under insolvency laws, or for the party’s reorganization, receivership, dissolution, or liquidation; (iii) make an assignment for the benefit of creditors or any general arrangement with creditors; or (iv) discontinue business or adopt a resolution calling for same, the other party may terminate this Agreement for cause upon 24-hours written notice. Notwithstanding the above, either party shall have the right to seek any other remedy that may be available at law or in equity.
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