MAY TERMINATE THIS
AGREEMENT UPON GIVING NOTICE TO THE OTHER PARTY WITHOUT INCURRING LIABILITY
OTHER THAN THE OBLIGATION TO MAKE PAYMENTS DUE UP TO AND INCLUDING SUCH DATE OF
TERMINATION.
ARTICLE 15:
TERM AND TERMINATION
15.1
TERM.
THE INITIAL TERM OF THIS AGREEMENT SHALL
BEGIN ON THE EFFECTIVE DATE AND SHALL CONTINUE IN FORCE FOR ONE (1) YEAR FROM
THE EFFECTIVE DATE.
THEREAFTER, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR
ADDITIONAL PERIODS OF ONE (1) YEAR EACH, UNLESS EITHER OF THE PARTIES SHALL HAVE
GIVEN THE OTHER PARTY WRITTEN NOTICE OF ITS NON-RENEWAL OF THIS AGREEMENT NO
LATER THAN NINETY (90) DAYS PRIOR TO THE END OF THE INITIAL OR ANY RENEWAL TERM
HEREOF.
15.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED
PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM AS FOLLOWS:
(A)
EITHER PARTY MAY TERMINATE THIS AGREEMENT
IMMEDIATELY UPON WRITTEN NOTICE TO THE OTHER PARTY IF THE OTHER PARTY FILES A
PETITION OF ANY TYPE AS TO ITS BANKRUPTCY, IS DECLARED BANKRUPT, BECOMES
INSOLVENT, MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, GOES INTO
LIQUIDATION OR RECEIVERSHIP, A PROCEEDING IS COMMENCED AGAINST IT WHICH WILL
SUBSTANTIALLY IMPAIR ITS ABILITY TO PERFORM HEREUNDER OR SUCH PARTY OTHERWISE
LOSES LEGAL CONTROL OF ITS BUSINESS;
(B)
EITHER PARTY MAY TERMINATE THIS AGREEMENT
UPON THE OCCURRENCE OF A MATERIAL BREACH BY THE OTHER PARTY (INCLUDING, BUT NOT
LIMITED TO, DISTRIBUTOR'S FAILURE TO PROMPTLY PAY SUMS OWING TO UT), WHICH
BREACH HAS NOT BEEN CURED WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE OF SUCH
BREACH FROM THE NON-BREACHING PARTY;
(C)
EITHER PARTY MAY TERMINATE THIS AGREEMENT
UPON WRITTEN NOTICE IF AN EVENT OF FORCE MAJEURE CONTINUES FOR MORE THAN SIXTY
(60) DAYS AS PROVIDED IN SECTION 15.4;
(D)
THE PARTIES MAY AGREE IN WRITING TO
TERMINATE THIS AGREEMENT FOR THEIR MUTUAL CONVENIENCE AT ANY TIME AND FOR ANY
REASON, SUBJECT TO SUCH TERMS AND CONDITIONS AS THEY MAY THEN ADOPT;
(E)
EITHER PARTY MAY TERMINATE THIS AGREEMENT
AT ANY TIME, WITH OR WITHOUT CAUSE, BY WRITTEN NOTICE TO THE OTHER PARTY, WHICH
SHALL BE EFFECTIVE ONE HUNDRED AND EIGHTY DAYS (180) DAYS AFTER ITS DATE; AND
(F)
IF AT ANY TIME IN THE FUTURE, A CHANGE IN
THE REIMBURSEMENT OF UT PRODUCT OR LEGAL REQUIREMENTS OF PAYERS WOULD
(A) REQUIRE THE PARTIES TO RENEGOTIATE OR ALTER SIGNIFICANT TERMS OF THIS
AGREEMENT, OR (B) RESULT IN A SUBSTANTIAL ADVERSE CHANGE IN THE RESPECTIVE
FINANCIAL BENEFITS OR BURDENS ACCRUING TO ANY PARTY UNDER THE TERMS OF THIS
AGREEMENT, THEN UPON WRITTEN REQUEST BY EITHER PARTY IN THE CASE OF (A), OR THE
AFFECTED PARTY IN THE CASE OF (B), THE PARTIES SHALL ENDEAVOR IN GOOD FAITH TO
RENEGOTIATE AND MODIFY THE TERMS OF THIS AGREEMENT TO COMPLY WITH SUCH NEW
REQUIREMENTS OR AVOID SUCH SUBSTANTIAL ADVERSE CHANGE.
IF THE PARTIES ARE
UNABLE TO AGREE TO SUCH MODIFICATIONS WITHIN ONE HUNDRED TWENTY (120) DAYS OF
RECEIPT OF THE WRITTEN REQUEST, THEN EITHER PARTY (IN THE CASE OF (A)), OR THE
ADVERSELY AFFECTED PARTY (IN THE CASE