AGREEMENT AND FAILS TO CURE SUCH
BREACH WITHIN THIRTY (30) DAYS AFTER RECEIVING WRITTEN NOTICE THEREOF; OR
(II) IF THE OTHER PARTY BECOMES INSOLVENT OR MAKES ANY ASSIGNMENT FOR THE
BENEFIT OF CREDITORS OR SIMILAR TRANSFER EVIDENCING INSOLVENCY, OR SUFFERS OR
PERMITS THE COMMENCEMENT OF ANY FORM OF INSOLVENCY OR RECEIVERSHIP PROCEEDING,
OR HAS ANY PETITION UNDER BANKRUPTCY LAW FILED AGAINST IT, WHICH PETITION IS NOT
DISMISSED WITHIN SIXTY (60) DAYS OF SUCH FILING, OR HAS A TRUSTEE, ADMINISTRATOR
OR RECEIVER APPOINTED FOR ITS BUSINESS OR ASSETS OR ANY PART THEREOF.
10.2.2
GOOGLE TERMINATION RIGHTS.
GOOGLE MAY TERMINATE THIS
AGREEMENT, OR THE PROVISION OF ANY SERVICE HEREUNDER, IMMEDIATELY UPON WRITTEN
NOTICE: (I) IF CUSTOMER BREACHES SECTION 3.1 (PROHIBITED ACTIONS) OF THIS GSA,
SECTION 4.3 (LICENSE GRANTS; BRAND FEATURES) OF THIS GSA, OR SECTION 9.1
(CONFIDENTIALITY) OF THIS GSA OR THE EXCLUSIVITY PROVISIONS CONTAINED IN THE
ORDER FORM; (II) IF CUSTOMER IS IN MATERIAL BREACH OF THIS AGREEMENT MORE THAN
TWO (2) TIMES NOTWITHSTANDING ANY CURE OF SUCH BREACHES; (III) ***; OR (IV) AS
OTHERWISE PROVIDED IN THE ORDER FORM.
10.2.3
SUSPENSION AND TERMINATION IN THE EVENT OF AN
INJUNCTION.
GOOGLE MAY SUSPEND PERFORMANCE UNDER THIS AGREEMENT IN WHOLE OR IN
PART WITH IMMEDIATE EFFECT IF, AS A RESULT OF A CLAIM ALLEGING FACTS THAT WOULD
CONSTITUTE A BREACH OF CUSTOMER'S REPRESENTATIONS AND WARRANTIES MADE IN
SUBSECTIONS (B) AND (C) OF THE SECOND SENTENCE OF SECTION 6, GOOGLE IS OBLIGED
BY FINAL OR TEMPORARY COURT ORDER OR MAGISTERIAL DECISION TO TEMPORARILY OR
PERMANENTLY REFRAIN FROM CONTINUING TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
GOOGLE'S RIGHTS UNDER THIS PROVISION SHALL BECOME EFFECTIVE ON THE
DATE OF THE COURT ORDER OR MAGISTERIAL DECISION OR ON THE DATE OF THE SERVICE OF
THE ORDER IRRESPECTIVE OF THE POSSIBILITY OF APPEAL.
IF ANY SUSPENSION UNDER
THIS PARAGRAPH CONTINUES FOR MORE THAN SIX (6) MONTHS, GOOGLE MAY TERMINATE THIS
AGREEMENT
IN WHOLE OR IN PART WITH IMMEDIATE EFFECT.
10.3
RIGHTS UPON TERMINATION.
UPON THE EXPIRATION OR TERMINATION OF THE
AGREEMENT FOR ANY REASON: (I) ALL RIGHTS AND LICENSES GRANTED BY GOOGLE SHALL
CEASE IMMEDIATELY; (II) EACH PARTY SHALL PROMPTLY RETURN TO THE OTHER PARTY, OR
DESTROY AND CERTIFY THE DESTRUCTION OF, ALL CONFIDENTIAL INFORMATION OF THE
OTHER PARTY; AND (III) CUSTOMER'S RIGHTS TO USE ANY GOOGLE BRAND FEATURES, AS
PERMITTED UNDER THE AGREEMENT, SHALL CEASE IMMEDIATELY.
10.4
EFFECT OF TERMINATION OF AN ORDER FORM.
THE TERMINATION OR EXPIRATION OF
AN INDIVIDUAL ORDER FORM OR THIS AGREEMENT SHALL NOT HAVE THE EFFECT OF
TERMINATING ANY OTHER INDIVIDUAL ORDER FORM OR THIS GSA WITH RESPECT TO SUCH
OTHER INDIVIDUAL ORDER FORM, UNLESS EXPRESSLY AGREED TO BY THE PARTIES IN
WRITING.
EITHER PARTY MAY TERMINATE THIS GSA UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO THE OTHER; PROVIDED THAT IN NO EVENT MAY THIS GSA BE
TERMINATED WITH RESPECT TO ANY ORDER FORM THAT REMAINS OUTSTANDING.
10.5
NON-EXCLUSIVE REMEDY.
TERMINATION OR EXPIRATION OF THIS AGREEMENT, IN
PART OR IN WHOLE, SHALL NOT LIMIT EITHER PARTY FROM PURSUING OTHER REMEDIES