definiens: means an event that is beyond a non - performing Party 's reasonable control, including an act of God, act of the other Party, strike, lock - out or other industriaillabor dispute not involving the non­performing Party 's own employees, war, riot, civil commotion, terrorist act, malicious damage, epidemic, quarantine, fire, flood, storm, natural disaster or compliance with any law or governmental order, rule, regulation or direction, whether or not it is later held to be invalid or inapplicable . The Force Majeure Party shall within ten ( 10 ) days of the occurrence of the Force Majeure event, give written notice to the other Party stating the nature of the Force Majeure event, its anticipated duration and any action being taken to avoid or minimize its effect . Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the Force Majeure Party shall use reasonable effort to remedy its inability to perform ; provided, however, if the suspension of performance continues or is anticipated to continue for thirty ( 30 ) days after the date of the occurrence, the unaffected Party shall have the right but not the obligation to perform on behalf of the Force Majeure Party for a period of such Force Majeure and such additional period as may be reasonably required to assure a smooth and uninterrupted transition of such activities . If such failure to perform would constitute a material breach of this Agreement in the absence of such event of Force Majeure, and continues for six ( 6 ) months from the date of the occurrence and the Parties are not able to agree on appropriate amendments within such 62 period, such other Party shall have the right, notwithstanding the first sentence of this Section 12.3, to terminate this Agreement immediately by written notice to the Force Majeure Party, in which case neither Party shall have any liability to the other except for those rights and liabilities that accrued prior to the date of termination