LICENSE, MARKET,
DISTRIBUTE AND SUPPORT ARE TERMINATED ONLY AS CONCERN CERTAIN SUB-LICENSED THIRD
PARTY SOFTWARE, THE TERMINATION WILL ONLY APPLY TO THE RESELLERS RIGHT TO
CONTINUE TO DISTRIBUTE SUCH THIRD PARTY SOFTWARE.
17.3.
FOR PURPOSES OF THIS AGREEMENT, NON-PAYMENT BEYOND THE
STIPULATED DATE AND ANY EXTENSIONS
THEREOF SHALL ALWAYS BE DEEMED A MATERIAL BREACH.
17.4.
THE EXPIRATION OR TERMINATION OF THIS AGREEMENT SHALL BE
WITHOUT PREJUDICE TO THE RIGHTS OF THE PARTIES ACCRUED UP TO THE DATE OF SUCH
EXPIRATION OR TERMINATION.
17.5.
UPON EXPIRATION OR TERMINATION (FOR WHATEVER REASON) OF THIS
AGREEMENT, THE RESELLER SHALL IMMEDIATELY CEASE ALL MARKETING ACTIVITIES WITH
RESPECT TO THE SOFTWARE AND DISCONTINUE ANY MAINTENANCE SERVICES TO CUSTOMERS
EXCEPT TO THE EXTENT REQUIRED BY THE SUPPLIER. THE SUPPLIER SHALL FULFILL ALL
ORDERS ACCEPTED PRIOR TO TERMINATION AND SHALL ASSUME OR CAUSE A THIRD PARTY TO
ASSUME SUPPORT OBLIGATIONS TO CUSTOMERS NOT RETAINED BY THE RESELLER. THE
RESELLER SHALL ALSO RETURN OR DESTROY (AS THE SUPPLIER SHALL INSTRUCT) NO LATER
THAN FOURTEEN (14) DAYS THEREAFTER, ALL SOFTWARE, DOCUMENTATION, TECHNICAL
INFORMATION AND ANY OTHER DATA SUPPLIED TO THE RESELLER DURING THE TERM OF THIS
AGREEMENT AND ANY COPIES MADE OF THE WHOLE OR ANY PART OF THE SAME AND THE
RESELLER SHALL FURNISH THE SUPPLIER WITH A CERTIFICATION, CERTIFYING THAT THE
SAME HAS BEEN DONE. THE RESELLER SHALL ALSO CEASE ALL USAGE OF OR REFERENCE TO
THE LAWSON GROUP'S, LAWSON'S CUSTOMERS' OR ITS THIRD PARTIES' NAME(S) OR
TRADEMARK(S) (OR ANY NAME UNDER WHICH THE LAWSON GROUP, ITS CUSTOMERS OR THIRD
PARTIES DO BUSINESS) FOR ANY PURPOSE INCLUDING BUT NOT LIMITED TO, ANY
MARKETING, PUBLIC RELATIONS, ADVERTISING, DISPLAY OR OTHER BUSINESS PURPOSE.
13
18.
RELATIONSHIP OF THE RESELLER TO THE SUPPLIER
Notwithstanding anything else that may be implied elsewhere in this Agreement it
is agreed and understood that the Reseller is not the agent or representative of
the Supplier and has no authority or power to bind or contract in the name of or
to create any liability against the Supplier in any way or for any purpose. It
is understood that the Reseller is an independent contractor with non-exclusive
rights confirmed by this Agreement to license, market and distribute the
Software on its own accord and responsibility in the Territory.
19.
WAIVER
FAILURE OR NEGLECT BY THE SUPPLIER TO ENFORCE AT ANY TIME ANY OF THE PROVISIONS
HEREOF SHALL NOT BE CONSTRUED AS OR DEEMED TO BE A WAIVER OF THE SUPPLIER'S
RIGHTS HEREUNDER OR IN ANY WAY AFFECT THE VALIDITY OF THE WHOLE OR ANY OTHER
PROVISION OF THIS AGREEMENT PREJUDICE THE SUPPLIER'S RIGHTS TO TAKE SUBSEQUENT
ACTION. ANY WAIVER OF THE PROVISIONS OF THIS AGREEMENT MUST BE IN WRITING AND
SIGNED BY THE PARTY MAKING THE WAIVER.
20.
ASSIGNMENT
20.1.
THIS AGREEMENT AND THE RIGHTS AND LICENSES GRANTED HEREUNDER
ARE NOT TRANSFERABLE. THIS AGREEMENT SHALL NOT BE ASSIGNED BY THE RESELLER
WHETHER VOLUNTARILY OR INVOLUNTARILY OR BY OPERATION OF LAW, IN WHOLE OR IN
PART, TO ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF